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Table of Contents

As filed with the Securities and Exchange Commission on January 16, 2013

Registration No. 333-185356

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PACWEST BANCORP
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  6021
(Primary Standard Industrial
Classification Code Number)
  33-0885320
(I.R.S. Employer
Identification Number)

10250 Constellation Blvd., Suite 1640
Los Angeles, California 90067
(310) 286-1144

(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Jared M. Wolff
Executive Vice President and General Counsel
10250 Constellation Blvd., Suite 1640
Los Angeles, California 90067
(310) 201-0498

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


Copies to:

Edward D. Herlihy
Matthew M. Guest
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, New York 10019
Phone: (212) 403-1000

 

C. G. Kum
Romolo Santarosa
First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
Phone: (805) 322-9655

 

Brian J. McCarthy
Gregg A. Noel
Jonathan B. Ko
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Phone: (213) 687-5600

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the merger.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

If applicable, place an ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

       

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

o

   

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

o

   

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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Information contained herein is subject to completion or amendment. A registration statement relating to the shares of PacWest Bancorp common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED JANUARY 16, 2013, SUBJECT TO COMPLETION

LOGO

Dear Stockholders of PacWest Bancorp:

        On November 6, 2012, PacWest Bancorp, which we refer to as PacWest, entered into a merger agreement to acquire First California Financial Group, Inc., which we refer to as First California, in an all-stock transaction. If the merger agreement is approved and the merger is subsequently completed, First California will merge with and into PacWest, with PacWest as the surviving entity.

        In the merger, each share of First California common stock owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price of PacWest common stock. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000. A First California stockholder will receive any whole shares of PacWest common stock such holder is entitled to receive and cash in lieu of any fractional shares of PacWest common stock such holder is entitled to receive.

        As an example, based on the volume-weighted average share price of PacWest common stock of $[      ] for the 20 consecutive trading days ending on [        ], the most recent day for which information was available prior to the printing and mailing of this document, the exchange ratio would have been [      ]. The share price of PacWest common stock will fluctuate, and the average share price for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals may be different than the average share price used to calculate the hypothetical exchange ratio in the example above. You should obtain current stock price quotations for PacWest common stock and First California common stock. PacWest common stock is traded on the NASDAQ Global Select Market under the symbol "PACW," and First California common stock is traded on the NASDAQ Global Market under the symbol "FCAL."

        We expect the merger to be generally tax free to First California stockholders for U.S. federal income tax purposes, except for taxes on cash received by First California stockholders in lieu of fractional PacWest shares.

        PacWest and First California will each hold a special meeting of stockholders to consider the proposed merger and related matters. PacWest and First California cannot complete the proposed merger unless PacWest's stockholders vote to adopt the merger agreement and approve the issuance of PacWest common stock in connection with the merger. This letter is accompanied by the attached document, which our board of directors is providing to solicit your proxy to vote for adoption of the merger agreement and the issuance of PacWest common stock in connection with the merger.

        The accompanying document is also being delivered to First California stockholders as PacWest's prospectus for its offering of PacWest common stock in connection with the merger, and as a proxy statement for the solicitation of proxies from First California stockholders to vote for the adoption of the merger agreement.


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        Your vote is very important. To ensure your representation at the PacWest special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Whether or not you expect to attend the PacWest special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the PacWest special meeting. The PacWest board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote "FOR" adoption of the merger agreement and approval of the issuance of PacWest common stock in the merger and "FOR" any adjournment of the PacWest special meeting, if necessary or appropriate, including to permit further solicitation of proxies in favor of the preceding vote.

        This document provides you with detailed information about the proposed merger. It also contains or references information about PacWest and First California and certain related matters. You are encouraged to read this document carefully. In particular, you should read the "Risk Factors" section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of the PacWest common stock in connection with the merger or the other transactions described in this document, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

        This document is dated [    ], and is first being mailed to stockholders of PacWest and First California on or about [    ].

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LOGO

To the Stockholders of First California Financial Group, Inc.:

        On November 6, 2012, PacWest Bancorp, which we refer to as PacWest, entered into a merger agreement to acquire First California Financial Group, Inc., which we refer to as First California, in an all-stock transaction. If the merger agreement is approved and the merger is subsequently completed, First California will merge with and into PacWest, with PacWest as the surviving entity.

        In the merger, each share of First California common stock owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price for PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000.

        As an example, based on the volume-weighted average share price of PacWest common stock of $[    ] for the 20 consecutive trading days ending on [        ], the most recent day for which information was available prior to the printing and mailing of this document, the exchange ratio would have been [    ]. The share price of PacWest common stock will fluctuate, and the average share price for the 20 consecutive trading days ending on the second full trading day prior to receipt of the last of the regulatory approvals may be different than the average share price used to calculate the hypothetical exchange ratio in the example above. You should obtain current stock price quotations for First California common stock and PacWest common stock. First California common stock is traded on the NASDAQ Global Market under the symbol "FCAL" and PacWest common stock is traded on the NASDAQ Global Select Market under the symbol "PACW."

        We expect the merger to be generally tax free to First California stockholders for U.S. federal income tax purposes, except for taxes on cash received by First California stockholders in lieu of fractional First California shares.

        First California and PacWest will each hold a special meeting of stockholders to consider the proposed merger and related matters. PacWest and First California cannot complete the proposed merger unless First California's stockholders vote to adopt the merger agreement. This letter is accompanied by the attached document, which our board of directors is providing to solicit your proxy to vote for adoption of the merger agreement.

        The accompanying document is also being delivered to First California stockholders as PacWest's prospectus for its offering of PacWest common stock in connection with the merger, and as a proxy statement for the solicitation of proxies from PacWest stockholders to vote for the adoption of the merger agreement and approval of the issuance of PacWest common stock in connection with the merger.

        Your vote is very important. To ensure your representation at the First California special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Whether or not you expect to attend the First California special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the First

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California special meeting. The First California board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote "FOR" the adoption of the merger agreement, "FOR" the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of First California in connection with the merger and "FOR" any adjournment of the First California special meeting, if necessary or appropriate, including to permit further solicitation of proxies in favor of the preceding vote.

        This document provides you with detailed information about the proposed merger. It also contains or references information about First California and PacWest and certain related matters. You are encouraged to read this document carefully. In particular, you should read the "Risk Factors" section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Sincerely,    

Robert E. Gipson

 

C. G. Kum
Chairman of the Board   President and Chief Executive Officer

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of the PacWest common stock in connection with the merger or the other transactions described in this document, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

        This document is dated [    ], and is first being mailed to stockholders of First California and PacWest on or about [    ].

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WHERE YOU CAN FIND MORE INFORMATION

        Both PacWest and First California file annual, quarterly and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission, which we refer to as the SEC. You may read and copy any materials that either PacWest or First California files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 ((800) 732-0330) for further information on the public reference room. In addition, PacWest and First California file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from PacWest at www.pacwestbancorp.com under the "Public Filings" link or from First California by accessing First California's website at www.fcalgroup.com under the "Investor Relations" tab and then under the heading "SEC Filings."

        PacWest has filed a registration statement on Form S-4 of which this document forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that PacWest and First California have previously filed with the SEC. They contain important information about the companies and their financial condition. For further information, please see the section entitled "Incorporation of Certain Documents by Reference" beginning on page 130. These documents are available without charge to you upon written or oral request to the applicable company's principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

PacWest Bancorp   First California Financial Group, Inc.
10250 Constellation Blvd., Suite 1640   3027 Townsgate Road, Suite 300
Los Angeles, California 90067   Westlake Village, California 91361
Attention: Investor Relations   Attention: Investor Relations
(310) 286-1144   (805) 322-9655

        To obtain timely delivery of these documents, you must request the information no later than [    ] in order to receive them before PacWest's special meeting of stockholders and no later than [    ] in order to receive them before First California's special meeting of stockholders.

        PacWest common stock is traded on the NASDAQ Global Select Market under the symbol "PACW," and First California common stock is traded on the NASDAQ Global Market under the symbol "FCAL."

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PACWEST BANCORP
10250 CONSTELLATION BLVD., SUITE 1640
LOS ANGELES, CALIFORNIA 90067

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    ], 2013

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of PacWest Bancorp, which we refer to as PacWest, will be held at [    ], at [    ], Pacific time, on [    ], 2013, for the following purposes:

        1.     To adopt the Agreement and Plan of Merger, which we refer to as the merger agreement, dated as of November 6, 2012, by and between PacWest and First California, as such agreement may be amended from time to time, a copy of which is attached as Appendix A, and to approve the issuance of PacWest common stock to First California stockholders pursuant to the merger agreement, which we refer to as the PacWest Merger proposal; and

        2.     To approve one or more adjournments of the PacWest special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the PacWest Merger proposal, which we refer to as the PacWest Adjournment proposal.

        PacWest will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

        The PacWest Merger proposal is described in more detail in this document, which you should read carefully in its entirety before you vote. A copy of the merger agreement is attached as Appendix A to this document.

        The PacWest board of directors has set [    ] as the record date for the PacWest special meeting. Only holders of record of PacWest common stock at the close of business on [    ] will be entitled to notice of and to vote at the PacWest special meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the PacWest special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of PacWest common stock.

        Your vote is very important. To ensure your representation at the PacWest special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Whether or not you expect to attend the PacWest special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the PacWest special meeting.

        The PacWest board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate).

        BY ORDER OF THE BOARD OF DIRECTORS

Los Angeles, California
[    ]

        PLEASE VOTE YOUR SHARES OF PACWEST COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL PACWEST INVESTOR RELATIONS AT (310) 286-1144.

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FIRST CALIFORNIA FINANCIAL GROUP, INC.
3027 TOWNSGATE ROAD, SUITE 300
WESTLAKE VILLAGE, CALIFORNIA 91361

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    ], 2013

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of First California Financial Group, Inc., which we refer to as First California, will be held at [    ] at [    ], Pacific time, on [    ], 2013, for the following purposes:

        1.     To adopt the Agreement and Plan of Merger, which we refer to as the merger agreement, dated as of November 6, 2012, by and between PacWest and First California, as such agreement may be amended from time to time, a copy of which is attached as Appendix A, which we refer to as the First California Merger proposal;

        2.     To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of First California in connection with the merger, which we refer to as the First California Advisory (Non-Binding) Proposal on Specified Compensation; and

        3.     To approve one or more adjournments of the First California special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the First California Merger proposal, which we refer to as the First California Adjournment proposal.

        First California will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

        The First California Merger proposal is described in more detail in this document, which you should read carefully in its entirety before you vote. A copy of the merger agreement is attached as Appendix A to this document.

        The First California board of directors has set [    ] as the record date for the First California special meeting. Only holders of record of First California common stock at the close of business on [    ] will be entitled to notice of and to vote at the First California special meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the First California special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of First California common stock.

        Your vote is very important. To ensure your representation at the First California special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend the First California special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the First California special meeting.

        The First California board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote "FOR" the First California Merger proposal, "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation and "FOR" the First California Adjournment proposal (if necessary or appropriate).

        BY ORDER OF THE BOARD OF DIRECTORS

Westlake Village, California
[                    ]

        PLEASE VOTE YOUR SHARES OF FIRST CALIFORNIA COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL FIRST CALIFORNIA INVESTOR RELATIONS AT (805) 322-9655.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

    3  

SUMMARY

    11  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR PACWEST

    20  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FIRST CALIFORNIA

    23  

UNAUDITED COMPARATIVE PER COMMON SHARE DATA

    26  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    28  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    29  

RISK FACTORS

    31  

FIRST CALIFORNIA SPECIAL MEETING OF STOCKHOLDERS

    37  

Date, Time and Place

    37  

Purpose of First California Special Meeting

    37  

Recommendation of the First California Board of Directors

    37  

First California Record Date and Quorum

    37  

Required Vote

    38  

Treatment of Abstentions; Failure to Vote

    38  

Voting on Proxies; Incomplete Proxies

    38  

Shares Held in Street Name

    39  

Revocability of Proxies and Changes to a First California Stockholder's Vote

    40  

Solicitation of Proxies

    40  

Attending the First California Special Meeting

    40  

FIRST CALIFORNIA PROPOSALS

    41  

First California Merger Proposal

    41  

First California Advisory (Non-Binding) Proposal on Specified Compensation

    41  

First California Adjournment Proposal

    42  

Other Matters to Come Before the First California Special Meeting

    42  

PACWEST SPECIAL MEETING OF STOCKHOLDERS

    43  

Date, Time and Place

    43  

Purpose of PacWest Special Meeting

    43  

Recommendation of the PacWest Board of Directors

    43  

PacWest Record Date and Quorum

    43  

Required Vote

    44  

Treatment of Abstentions; Failure to Vote

    44  

Voting on Proxies; Incomplete Proxies

    44  

Shares Held in Street Name

    45  

Voting of Shares Held in the PacWest Bancorp 401(k) Plan

    45  

Revocability of Proxies and Changes to a PacWest Stockholder's Vote

    45  

Solicitation of Proxies

    46  

Discontinuing Multiple Mailings

    46  

Attending the PacWest Special Meeting

    46  

PACWEST PROPOSALS

    47  

PacWest Merger Proposal

    47  

PacWest Adjournment Proposal

    47  

Other Matters to Come Before the PacWest Special Meeting

    47  

INFORMATION ABOUT THE COMPANIES

    48  

THE MERGER

    50  

Terms of the Merger

    50  

Background of the Merger

    51  

Recommendation of the First California Board of Directors and Reasons for the Merger

    58  

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Opinion of First California's Financial Advisor

    62  

Recommendation of the PacWest Board of Directors and Reasons for the Merger

    68  

Opinion of PacWest's Financial Advisor

    69  

Management and Board of Directors of PacWest After the Merger

    81  

Interests of PacWest Directors and Executive Officers in the Merger

    81  

Interests of First California Directors and Executive Officers in the Merger

    82  

Merger-Related Compensation for First California's Named Executive Officers

    85  

Regulatory Approvals Required for the Merger

    86  

Accounting Treatment

    88  

Public Trading Markets

    88  

Exchange of Shares in the Merger

    89  

Certain First California Projected Financial Information

    89  

THE MERGER AGREEMENT

    92  

Effects of the Merger

    92  

Effective Time of the Merger

    92  

Covenants and Agreements

    92  

Representations and Warranties

    100  

Conditions to the Merger

    103  

Termination; Termination Fee

    104  

Effect of Termination

    105  

Amendments, Extensions and Waivers

    105  

Stock Market Listing

    105  

Fees and Expenses

    106  

Voting and Support Agreements

    106  

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

    107  

LITIGATION RELATED TO THE MERGER

    109  

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    110  

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    113  

COMPARISON OF STOCKHOLDERS' RIGHTS

    124  

General

    124  

Comparison of Stockholders' Rights

    124  

EXPERTS

    128  

LEGAL OPINIONS

    128  

OTHER MATTERS

    128  

FIRST CALIFORNIA ANNUAL MEETING STOCKHOLDER PROPOSALS

    128  

PACWEST ANNUAL MEETING STOCKHOLDER PROPOSALS

    129  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    130  

Appendix A

 

Merger Agreement

    A-1  

Appendix B

 

Voting and Support Agreement with First California Directors

    B-1  

Appendix C

 

Voting and Support Agreement with PacWest Directors

    C-1  

Appendix D

 

Voting and Support Agreement with holders of First California Series A Preferred Stock

    D-1  

Appendix E

 

Opinion of Keefe, Bruyette & Woods, Inc. 

    E-1  

Appendix F

 

Opinion of Sandler, O'Neill & Partners, L.P

    F-1  

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

        The following are answers to certain questions that you may have regarding the special meetings. We urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

Q:    WHAT IS THE MERGER?

A.
PacWest and First California have entered into a merger agreement, pursuant to which First California will merge with and into PacWest, with PacWest continuing as the surviving corporation, in a transaction which is referred to as the merger. A copy of the merger agreement is attached as Appendix A to this document. Simultaneously with the merger, First California Bank, a wholly owned subsidiary of First California, will merge with and into Pacific Western Bank, a wholly owned subsidiary of PacWest, with Pacific Western Bank being the surviving entity, which transaction is referred to as the bank merger. In order for us to complete the transaction we need not only the approval of our respective stockholders but the approval of both these mergers by the banking regulators of PacWest, First California, Pacific Western Bank and First California Bank.

Q:    WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?

A.
Each of PacWest and First California is sending these materials to its stockholders to help them decide how to vote their shares of PacWest or First California common stock, as the case may be, with respect to the merger and other matters to be considered at the special meetings.

Q:    WHAT WILL FIRST CALIFORNIA STOCKHOLDERS RECEIVE IN THE MERGER?

A:
In the merger, each share of First California common stock owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price for PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000. A First California stockholder will receive any whole shares of PacWest

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Q:    WHAT HAPPENS TO FIRST CALIFORNIA RESTRICTED SHARES IN THE MERGER?

A:
In the merger, each share of restricted stock will, without any action on the part of the holder, become fully vested and be converted into the right to receive the merger consideration on the same terms of conversion as First California common stock, subject to any required tax withholding.

Q:    WHAT HAPPENS TO FIRST CALIFORNIA STOCK OPTIONS IN THE MERGER?

A:
In the merger, each outstanding option to purchase shares of First California common stock, whether exercisable or unexercisable, will become fully vested without any action on the part of the holder of the option. Upon vesting, the option will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash equal to the excess (if any) of $8.00 over the exercise price.

Q:    WHEN WILL THE MERGER BE COMPLETED?

        

A:
PacWest and First California are working to complete the merger as soon as practicable. If the stockholders of First California adopt the merger agreement and the stockholders of PacWest adopt the merger agreement and approve the issuance of shares of PacWest stock in connection with the merger, the parties currently expect that the merger will be completed late in the first quarter of 2013. Neither PacWest nor First California can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company's control, including whether or when the required regulatory approvals will be received. For further information, please see the section entitled "The Merger Agreement—Conditions to the Merger" beginning on page 103.

Q:    WHO IS ENTITLED TO VOTE?

A:
PacWest Special Meeting.    Holders of record of PacWest common stock at the close of business on [    ], which is the date that the PacWest board of directors has fixed as the record date for the PacWest special meeting, are entitled to vote at the PacWest special meeting.

Q:    WHAT CONSTITUTES A QUORUM?

A:
PacWest Special Meeting.    The presence at the PacWest special meeting, in person or by proxy, of holders of a majority of the outstanding shares of PacWest common stock entitled to vote at the PacWest special meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

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Q:    WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:
First California stockholders are being asked to vote on the following proposals:

1
to adopt the merger agreement, a copy of which is attached as Appendix A to this document, which is referred to as the First California Merger proposal;

2
to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of First California in connection with the merger, which is referred to as the First California Advisory (Non-Binding) Proposal on Specified Compensation; and

3
to approve one or more adjournments of the First California special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the First California Merger proposal, which is referred to as the First California Adjournment proposal.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE FIRST CALIFORNIA SPECIAL MEETING?

A:
The First California Merger proposal:    The affirmative vote of a majority of the outstanding shares of First California common stock entitled to vote is required to approve the First California Merger proposal.

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Q:    WHAT WILL HAPPEN IF FIRST CALIFORNIA'S STOCKHOLDERS DO NOT APPROVE THE FIRST CALIFORNIA ADVISORY (NON-BINDING) PROPOSAL ON SPECIFIED COMPENSATION?

A:
The vote on the First California Advisory (Non-Binding) Proposal on Specified Compensation is a vote separate and apart from the vote to approve the First California Merger proposal. You may vote for this proposal and against the First California Merger proposal, or vice versa. Because the vote on this proposal is advisory only, it will not be binding on First California or PacWest.

Q:    WHAT DOES THE FIRST CALIFORNIA BOARD OF DIRECTORS RECOMMEND?

A:
The First California board of directors recommends that First California stockholders vote "FOR" the First California Merger proposal, "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation and "FOR" the First California Adjournment proposal (if necessary or appropriate).

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE PACWEST SPECIAL MEETING?

A:
The PacWest Merger proposal:    The affirmative vote of a majority of the outstanding shares of PacWest common stock entitled to vote is required to approve the PacWest Merger proposal.

Q:    WHAT DOES THE PACWEST BOARD OF DIRECTORS RECOMMEND?

A:
The PacWest board of directors recommends that PacWest stockholders vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate).

Q:    WHAT DO I NEED TO DO NOW?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at your respective company's special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Q:    HOW DO I VOTE?

A:
If you are a stockholder of record of PacWest as of [    ], which is referred to as the PacWest record date, or a stockholder of First California as of [    ], which is referred to as the First California record date, you may submit your proxy before your respective company's special meeting in one of the following ways:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

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Q:    HOW MANY VOTES DO I HAVE?

A:
PacWest Stockholders.    You are entitled to one vote for each share of PacWest common stock that you owned as of the record date. As of the close of business on [    ], there were approximately [    ] outstanding shares of PacWest common stock. As of that date, approximately [    ]% of the outstanding shares of PacWest common stock were beneficially owned by the directors and executive officers of PacWest.

Q:    WHEN AND WHERE ARE THE PACWEST AND FIRST CALIFORNIA SPECIAL MEETINGS OF STOCKHOLDERS?

A:
The special meeting of PacWest stockholders will be held at [    ] at [    ], Pacific time, on [    ], 2013. Subject to space availability, all PacWest stockholders as of the PacWest record date, or their duly appointed proxies, may attend the PacWest special meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at [    ], Pacific time.

Q:    IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:
If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to PacWest or First California or by voting in person at your respective company's special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee.

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Q:    WHAT IF I DO NOT VOTE OR ABSTAIN?

A:
For purposes of each of the PacWest special meeting and the First California special meeting, assuming a quorum is present, an abstention occurs when a stockholder attends the applicable special meeting in person and does not vote or returns a proxy with an "abstain" vote.

Q:    WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING INSTRUCTION CARD WITHOUT INDICATING HOW TO VOTE?

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the PacWest common stock represented by your proxy will be voted as recommended by the PacWest board of directors with respect to that proposal or the First California common stock represented by your proxy will be voted as recommended by the First California board of directors with respect to that proposal. Unless a PacWest stockholder or a First California stockholder, as applicable, checks the box on its proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on other matters relating to the PacWest special meeting or First California special meeting, as applicable.

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Q:    MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:
Yes. You may change your vote at any time before your proxy is voted at the PacWest or First California special meeting. You may do this in one of four ways:

by sending a notice of revocation to the corporate secretary of PacWest or First California, as applicable;

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card;

by sending a completed proxy card bearing a later date than your original proxy card; or

by attending the PacWest or First California special meeting, as applicable, and voting in person.

Q:    DO I NEED IDENTIFICATION TO ATTEND THE PACWEST OR FIRST CALIFORNIA MEETING IN PERSON?

A:
Yes. Please bring proper identification, together with proof that you are a record owner of PacWest or First California common stock, as the case may be. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially owned shares of PacWest or First California common stock, as applicable, on the record date.

Q:    ARE FIRST CALIFORNIA STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:
No. Under Delaware law, First California stockholders are not entitled to appraisal rights in connection with the merger.

Q:    WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO FIRST CALIFORNIA STOCKHOLDERS?

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Q:    WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

        

A:
If the merger is not completed, First California stockholders will not receive any consideration for their shares of First California common stock in connection with the merger. Instead, First California will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ Global Market. Under specified circumstances each of First California and PacWest may be required to pay the other party a fee with respect to the termination of the merger agreement, as described under the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page 104.

Q:    SHOULD FIRST CALIFORNIA STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:
No. First California stockholders SHOULD NOT send in any stock certificates now. If the merger is approved, an election form and transmittal materials, with instructions for their completion, will be provided to First California stockholders under separate cover and the stock certificates should be sent at that time.

Q:    WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:
If you are a PacWest stockholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact PacWest Investor Relations at (310) 286-1144.

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SUMMARY

        This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote with respect to the merger-related proposals. In addition, we incorporate by reference important business and financial information about First California and PacWest into this document. For a description of this information, please see the section entitled "Incorporation of Certain Documents by Reference" beginning on page 130. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled "Where You Can Find More Information" in the forepart of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

        Unless the context otherwise requires, throughout this document, "PacWest" refers to PacWest Bancorp, "First California" refers to First California Financial Group, Inc. and "we," "us" and "our" refers collectively to PacWest and First California. Also, we refer to the proposed merger of First California with and into PacWest Bancorp as the "merger," the proposed merger of First California Bank with and into Pacific Western Bank as the "bank merger" and the Agreement and Plan of Merger, dated as of November 6, 2012, by and between PacWest and First California as the "merger agreement."


The Merger and the Merger Agreement (pages 50 and 92)

        The terms and conditions of the merger are contained in the merger agreement, which is attached to this document as Appendix A. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

        Under the terms of the merger agreement, First California will merge with and into PacWest with PacWest as the surviving corporation.


Merger Consideration (page 50)

        Each share of First California common stock owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price for PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000. A First California stockholder will receive any whole shares of PacWest common stock such holder is entitled to receive and cash in lieu of any fractional shares of PacWest common stock such holder is entitled to receive.

        Based on the volume-weighted average PacWest share price of $22.5156 for the 20 consecutive trading days ending on November 6, 2012, the last trading day before the announcement of the merger, the exchange ratio would have been 0.3553. Based on the volume-weighted average PacWest share price of $[    ] for the 20 consecutive trading days ending on [      ], the most recent day for which information was available prior to the printing and mailing of this document, the exchange ratio would have been [      ]. The share price of PacWest common stock will fluctuate, and the average share price for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals may be different than the average used to calculate the hypothetical exchange ratio in the examples above.

 

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        As described below under the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106, holders of the Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, of First California, which we refer to as the First California Series A Preferred Stock, have agreed to convert their First California Series A Preferred Stock into shares of First California common stock prior to the consummation of the merger. PacWest and First California expect to redeem the outstanding Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share, of First California, which we refer to as the First California Series C Preferred Stock, for an aggregate of $[    ] in cash in accordance with its terms immediately prior to the consummation of the merger.

        At the effective time, each outstanding option to purchase shares of First California common stock, whether exercisable or unexercisable, will become fully vested without any action on the part of the holder of the option. Upon vesting, each option will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash equal to the excess (if any) of $8.00 over the exercise price.

        At the effective time, each share of restricted stock of First California will, without any action on the part of the holder, become fully vested and be converted into the right to receive the merger consideration on the same terms of conversion as First California common stock, subject to any required tax withholding.


Recommendation of the First California Board of Directors (page 37)

        After careful consideration, the First California board of directors recommends that First California stockholders vote "FOR" the First California Merger proposal, "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation and "FOR" the First California Adjournment proposal (if necessary or appropriate).

        Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the First California Merger proposal and "FOR" the First California Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.

        For a more complete description of First California's reasons for the merger and the recommendation of the First California board of directors, please see the section entitled "Recommendation of the First California Board of Directors and Reasons for the Merger" beginning on page 58.


Recommendation of the PacWest Board of Directors (page 43)

        After careful consideration, the PacWest board of directors recommends that PacWest stockholders vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate).

        Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.

        For a more complete description of PacWest's reasons for the merger and the recommendations of the PacWest board of directors, please see the section entitled "Recommendation of the PacWest Board of Directors and Reasons for the Merger" beginning on page 68.

 

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Opinion of Financial Advisors (pages 62 and 69)

        On November 6, 2012, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, First California's financial advisor in connection with the merger, rendered an oral opinion to First California's board of directors, which was subsequently confirmed in a written opinion dated the same date that, as of such date and subject to and based on the qualifications and assumptions set forth in its written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the common stockholders of First California.

        The full text of KBW's opinion, dated November 6, 2012, is attached as Appendix E to this document. You should read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in rendering its opinion.

        KBW's opinion is addressed to First California's board of directors and the opinion is not a recommendation as to how any stockholder of First California should vote with respect to the merger or any other matter or as to any action that a stockholder should take with respect to the merger.

        The opinion addresses only the fairness, from a financial point of view, of the exchange ratio in the proposed merger to the common stockholders of First California, and does not address the underlying business decision of First California to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to First California. KBW will receive a fee for its services, portions of which have been paid, and a significant portion of which will be payable upon consummation of the merger.

        For further information, please see the section entitled "The Merger—Opinion of First California's Financial Advisor" beginning on page 62.

        Sandler O'Neill provided a fairness opinion to the PacWest board of directors in connection with the merger. At the November 4, 2012 meeting at which PacWest's board of directors considered and approved the merger agreement, Sandler O'Neill delivered to the board its oral opinion, which was subsequently confirmed in writing, that, as of such date, the exchange ratio was fair to PacWest from a financial point of view.

        For further information, please see the section entitled "The Merger—Opinion of PacWest's Financial Advisor" beginning on page 69.


First California Special Meeting of Stockholders (page 37)

        The First California special meeting will be held at [    ], Pacific time, on [    ], 2013, at [    ], located at [    ]. At the First California special meeting, First California stockholders will be asked to approve the First California Merger proposal, the First California Advisory (Non-Binding) Proposal on Specified Compensation and the First California Adjournment proposal.

        First California's board of directors has fixed the close of business on [    ] as the record date for determining the holders of First California common stock entitled to receive notice of and to vote at the First California special meeting. Only holders of record of First California common stock at the close of business on the First California record date will be entitled to notice of and to vote at the First California special meeting and any adjournment or postponement thereof. As of the First California record date, there were [    ] shares of First California common stock outstanding and entitled to vote at the First California special meeting held by [    ] holders of record. Each share of First California common stock entitles the holder to one vote on each proposal to be considered at the First California

 

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special meeting. Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed, solely in their capacity as stockholders of First California, to vote all of their shares of First California common stock in favor of the First California Merger proposal and the First California Adjournment proposal to be presented at the special meeting. As of the record date, directors and executive officers of First California owned and were entitled to vote [    ] shares of First California common stock, representing approximately [    ]% of the shares of First California common stock outstanding on that date. In addition, each of the holders of the First California Series A Preferred Stock has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to convert all of their shares of First California Series A Preferred Stock into shares of common stock of First California not later than ten business days prior to the closing of the merger and to vote all of their shares of First California common stock in favor of the First California Merger proposal and the First California Adjournment proposal to be presented at the special meeting. The stockholders that are party to the voting and support agreements described in this paragraph beneficially own in the aggregate approximately [    ]% of the outstanding shares of First California common stock as of the record date (including shares of First California common stock issuable upon conversion of First California Series A Preferred Stock). First California currently expects that First California's executive officers will vote their shares in favor of the proposals to be presented at the special meeting, although none of them has entered into any agreements obligating them to do so (other than one executive officer who is also a director). As of the record date, PacWest beneficially held [    ] shares of First California's common stock.

        Approval of the First California Merger proposal requires the affirmative vote of a majority of the outstanding shares of First California common stock entitled to vote on the proposal. Approval of the First California Advisory (Non-Binding) Proposal on Specified Compensation and the First California Adjournment proposal each require the affirmative vote of a majority of the shares of First California common stock represented (in person or by proxy) at the First California special meeting and entitled to vote on the proposal.


PacWest Special Meeting of Stockholders (page 43)

        The PacWest special meeting will be held at [    ], Pacific time, on [    ], 2013, at [    ], located at [    ]. At the PacWest special meeting, PacWest stockholders will be asked to approve the PacWest Merger proposal and the PacWest Adjournment proposal.

        PacWest's board of directors has fixed the close of business on [    ] as the record date for determining the holders of PacWest common stock entitled to receive notice of and to vote at the PacWest special meeting. As of the PacWest record date, there were [    ] shares of PacWest common stock outstanding and entitled to vote at the PacWest special meeting held by [    ] holders of record. Each share of PacWest common stock entitles the holder to one vote on each proposal to be considered at the PacWest special meeting. As of the record date, directors and executive officers of PacWest owned and were entitled to vote [    ] shares of PacWest common stock, representing approximately [    ]% of the shares of PacWest common stock outstanding on that date. Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed, solely in their capacity as stockholders of PacWest, to vote all of their shares of PacWest common stock in favor of the PacWest Merger proposal and the PacWest Adjournment proposal to be presented at the special meeting. PacWest currently expects that PacWest's executive officers will vote their shares in favor of the proposals to be presented at the special meeting, although none of them has entered into any agreements obligating them to do so (other than those executive officers who are also directors). As of the record date, First California beneficially held [    ] shares of PacWest's common stock.

 

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        Approval of the PacWest Merger proposal requires the affirmative vote of a majority of the outstanding shares of PacWest common stock entitled to vote on the proposal. Approval of the PacWest Adjournment proposal requires the affirmative vote of a majority of the shares of PacWest common stock represented (in person or by proxy) at the PacWest special meeting and entitled to vote on the proposal.


First California's Directors and Executive Officers Have Certain Interests in the Merger (page 82)

        Certain of First California's executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of First California's stockholders. First California's executive officers will be eligible, upon a qualifying termination of employment, to: receive severance payments under their respective change in control agreements (or, in the case of Mr. Kum, under his employment agreement); for Messrs. Kum and Santarosa, receive payments over a period of years (17 years for Mr. Kum and 15 years for Mr. Santarosa) under each such individual's salary continuation agreement; and, for Messrs. Kum and Santarosa, designate a beneficiary under the executive's split dollar life insurance agreement prior to having achieved a retirement age. In addition, each of First California's executive officers and directors hold equity awards, the treatment of which is described below under "Treatment of First California Stock Options and Shares of Restricted Stock". Under the terms of the merger agreement, two individuals will be designated by the board of directors of First California to join the board of directors of PacWest. The designated individuals must be approved by the Compensation, Nominating and Governance Committee of the board of directors of PacWest. PacWest and First California currently expect to select such individuals shortly prior to the consummation of the transaction. The members of the First California board of directors were aware of and considered these interests, among other matters, when they approved the merger agreement and recommended that First California stockholders approve the First California Merger proposal. These interests are described in more detail under the section entitled "The MergerInterests of First California Directors and Executive Officers in the Merger" beginning on page 82.


PacWest's Directors and Executive Officers Have Certain Interests in the Merger (page 81)

        Certain of PacWest's directors have financial interests in the merger that are different from, or in addition to, the interests of PacWest stockholders. John M. Eggemeyer, the chairman of the board of directors of PacWest, is the chief executive officer of Castle Creek Financial, LLC, which we refer to as Castle Creek Financial. On May 18, 2011, PacWest and Castle Creek Financial renewed a contract pursuant to which Castle Creek Financial acts as PacWest's financial advisor. Castle Creek Financial will receive a fee for its services provided to PacWest in connection with the merger. The members of the PacWest board of directors were aware of and considered these interests, among other matters, when they approved the merger agreement and recommended that PacWest stockholders approve the PacWest Merger proposal. These interests are described in more detail under the section entitled "The Merger—Interests of PacWest Directors in the Merger" beginning on page 81.


Treatment of First California Stock Options and Shares of Restricted Stock (page 51)

        First California Stock Options.    At the effective time, each outstanding option to purchase shares of First California common stock, whether exercisable or unexercisable, will become fully vested without any action on the part of the holder of the option. Upon vesting, each option will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash equal to the excess (if any) of $8.00 over the exercise price.

        Restricted Shares.    At the effective time, each share of restricted stock of First California will, without any action on the part of the holder, become fully vested and be converted into the right to receive the merger consideration on the same terms of conversion as First California common stock, subject to any required tax withholding.

 

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Regulatory Approvals Required for the Merger (page 86)

        Completion of the merger and the bank merger are subject to various regulatory approvals, including approvals from the California Department of Financial Institutions, which we refer to as the CDFI, the Federal Deposit Insurance Corporation, which we refer to as the FDIC, and the Board of Governors of the Federal Reserve System, which we refer to as Federal Reserve Board. The merger and the bank merger are also subject to the consent of the FDIC to the transfer of the shared-loss agreements between First California and the FDIC without adverse modification or amendment to any such agreements and being without payment by or cost to PacWest. Notifications and/or applications requesting approval for the merger or for the bank merger may also be submitted to other federal and state regulatory authorities and self-regulatory organizations. We have filed, or are in the process of filing notices and applications to obtain the necessary regulatory approvals. Although we currently believe we should be able to obtain all required regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on PacWest after the completion of the merger. The regulatory approvals to which completion of the merger and bank merger are subject are described in more detail under the section entitled "The MergerRegulatory Approvals Required for the Merger" beginning on page 86.


Conditions to the Merger (page 103)

        The obligations of PacWest and First California to complete the merger are each subject to the satisfaction or waiver of the following conditions:


No Solicitation (page 98)

        Under the terms of the merger agreement, First California has agreed not to solicit, initiate or knowingly encourage inquiries or proposals with respect to, or engage or participate in any discussions or negotiations concerning, or provide any confidential or nonpublic information or data to, any person relating to, any acquisition proposal. Notwithstanding these restrictions, the merger agreement provides

 

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that, under specified circumstances, in response to an unsolicited bona fide acquisition proposal which, in the good faith judgment of the First California board of directors, is or is reasonably likely to result in a proposal which is superior to the merger with PacWest, and the First California board of directors determines in good faith (and after consultation with First California's outside counsel) that failure to take such actions would reasonably be expected to be a violation of its fiduciary duties under applicable law, First California may furnish information regarding First California and participate in discussions and negotiations with such third party.


Termination; Termination Fee (page 104)

        PacWest and First California may mutually agree at any time to terminate the merger agreement without completing the merger, even if the First California stockholders have adopted the merger agreement and the PacWest stockholders have adopted the merger agreement and approved the issuance of PacWest common stock in connection with the merger.

        The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger, as follows:

        First California may be required to pay PacWest a termination fee of $10 million in certain circumstances. PacWest may be required to pay First California a termination fee of $5 million in certain other circumstances. For more information, please see the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page 104.

 

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Material United States Federal Income Tax Consequences of the Merger (page 110)

        The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Assuming the merger qualifies as such a reorganization, a stockholder of First California generally will not recognize any gain or loss upon receipt of PacWest common stock in exchange for First California common stock in the merger, except with respect to cash received in lieu of a fractional share of PacWest common stock. It is a condition to the completion of the merger that PacWest and First California receive written opinions from their respective counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

        Tax matters are very complicated and the tax consequences of the merger to each First California stockholder may depend on such stockholder's particular facts and circumstances. First California stockholders are urged to consult their tax advisors to understand fully the tax consequences to them of the merger. For more information, please see the section entitled "Material United States Federal Income Tax Consequences of the Merger" beginning on page 110.


Litigation Related to the Merger (page 109)

        On November 20, 2012, a purported stockholder of First California filed a lawsuit in connection with the merger. Captioned Paul Githens v. C.G. Kum, et al., Case No. BC496018, the suit was filed in the Superior Court of the State of California, Los Angeles County, against First California, its directors, and PacWest. For more information, please see the section entitled "Litigation Related to the Merger" beginning on page 109.


Comparison of Stockholders' Rights (page 124)

        The rights of First California stockholders who continue as PacWest stockholders after the merger will be governed by the certificate of incorporation and bylaws of PacWest rather than by the certificate of incorporation and bylaws of First California. For more information, please see the section entitled "Comparison of Stockholders' Rights" beginning on page 124.


The Parties (page 48)

PacWest Bancorp
10250 Constellation Blvd., Suite 1640
Los Angeles, California 90067
Phone: (310) 286-1144

        PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, which we refer to as the BHC Act. As of September 30, 2012, PacWest had consolidated total assets of approximately $5.5 billion, total loans of approximately $3.6 billion, deposits of approximately $4.8 billion and stockholders' equity of approximately $0.6 billion. PacWest had 991 full-time equivalent employees as of September 30, 2012.

First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
Phone: (805) 322-9655

        First California Financial Group, Inc. is a bank holding company registered under the BHC Act. As of September 30, 2012, First California had consolidated total assets of approximately $2.0 billion, total loans of approximately $1.2 billion, deposits of approximately $1.6 billion and stockholders' equity of approximately $0.2 billion. First California had 285 full-time equivalent employees as of September 30, 2012.

 

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Risk Factors (page 31)

        Before voting at the PacWest or First California special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled "Risk Factors" beginning on page 31 or described in PacWest's and First California's Annual Reports on Form 10-K for the year ended on December 31, 2011 and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see "Where You Can Find More Information" beginning on page v.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR PACWEST

        The following table summarizes consolidated financial results achieved by PacWest for the periods and at the dates indicated and should be read in conjunction with PacWest's consolidated financial statements and the notes to the consolidated financial statements contained in reports that PacWest has previously filed with the SEC. Historical financial information for PacWest can be found in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and its Annual Report on Form 10-K for the year ended December 31, 2011. Please see the section entitled "Where You Can Find More Information" beginning on page v for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2012 and 2011 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), and management of PacWest believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the nine months ended September 30, 2012 and 2011 indicate results for any future period.

 
  At or For the
Nine Months Ended
September 30,
  At or For the Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007  
 
  (In thousands, except per share amounts and percentages)
 

Results of Operations(1):

                                           

Interest income

  $ 222,413   $ 224,371   $ 295,284   $ 290,284   $ 269,874   $ 287,828   $ 350,981  

Interest expense

    (15,549 )   (25,503 )   (32,643 )   (40,957 )   (53,828 )   (68,496 )   (85,866 )
                               

Net interest income

    206,864     198,868     262,641     249,327     216,046     219,332     265,115  
                               

Provision for credit losses:

                                           

Non-covered loans and leases

    12,000     (13,300 )   (13,300 )   (178,992 )   (141,900 )   (45,800 )   (3,000 )

Covered loans

    (3,514 )   (9,148 )   (13,270 )   (33,500 )   (18,000 )        
                               

Total provision for credit losses

    8,486     (22,448 )   (26,570 )   (212,492 )   (159,900 )   (45,800 )   (3,000 )
                               

Net interest income after provision for credit losses

    215,350     176,420     236,071     36,835     56,146     173,532     262,115  

FDIC loss sharing income, net

    (4,048 )   5,109     7,776     22,784     16,314          

Other noninterest income

    17,863     18,063     23,651     20,454     22,604     24,427     32,920  

Gain on acquisition

                    66,989          

Goodwill write-off

                        (761,701 )    

Non-covered OREO costs, net

    (3,834 )   (5,296 )   (7,010 )   (12,310 )   (21,569 )   (2,218 )   (105 )

Covered OREO costs, net

    (7,242 )   (3,440 )   (3,666 )   (2,460 )   (1,753 )        

Other noninterest expense

    (157,061 )   (127,788 )   (169,317 )   (174,033 )   (155,882 )   (142,016 )   (142,160 )
                               

Earnings (loss) before income tax (expense) benefit

    61,028     63,068     87,505     (108,730 )   (17,151 )   (707,976 )   152,770  

Income tax (expense) benefit

    (24,119 )   (26,247 )   (36,801 )   46,714     7,801     (20,089 )   (62,444 )
                               

Net earnings (loss)

  $ 36,909   $ 36,821   $ 50,704   $ (62,016 ) $ (9,350 ) $ (728,065 ) $ 90,326  
                               

Per Common Share Data:

                                           

Earnings (loss) per share (EPS):

                                           

Basic

  $ 1.00   $ 0.99   $ 1.37   $ (1.77 ) $ (0.30 ) $ (26.81 ) $ 3.08  

Diluted

  $ 1.00   $ 0.99   $ 1.37   $ (1.77 ) $ (0.30 ) $ (26.81 ) $ 3.08  

Dividends declared

  $ 0.54   $ 0.03   $ 0.21   $ 0.04   $ 0.35   $ 1.28   $ 1.28  

Book value per share(2)

  $ 15.61   $ 14.48   $ 14.66   $ 13.06   $ 14.47   $ 13.18   $ 40.65  

Tangible book value per share(2)

  $ 13.06   $ 12.91   $ 13.14   $ 11.06   $ 13.52   $ 11.78   $ 11.88  

Shares outstanding(2)

    37,420     37,259     37,254     36,672     35,015     28,516     28,002  

Average shares outstanding:

                                           

Basic EPS

    35,674     35,472     35,491     35,108     31,899     27,177     28,572  

Diluted EPS

    35,674     35,472     35,491     35,108     31,899     27,177     28,591  

Balance Sheet Data:

                                           

Total assets

  $ 5,538,502   $ 5,493,891   $ 5,528,237   $ 5,529,021   $ 5,324,079   $ 4,495,502   $ 5,179,040  

Investment securities

    1,398,134     1,310,118     1,372,464     929,056     474,129     155,359     133,537  

Loans held for sale

                            63,565  

Non-covered loans and leases, net of unearned income(3)

    3,050,891     2,893,637     2,807,713     3,161,055     3,707,383     3,987,891     3,949,218  

 

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  At or For the
Nine Months Ended
September 30,
  At or For the Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007  
 
  (In thousands, except per share amounts and percentages)
 

Allowance for credit losses on non-covered loans and leases(3)

    75,012     96,535     93,783     104,328     124,278     68,790     61,028  

Covered loans, net

    567,396     761,059     703,023     908,576     621,686          

FDIC loss sharing asset

    72,640     89,197     95,187     116,352     112,817          

Goodwill

    79,592     39,141     39,141     47,301             761,990  

Core deposit and customer relationship intangibles

    15,899     19,251     17,415     25,843     33,296     39,922     43,785  

Deposits

    4,787,348     4,554,396     4,577,453     4,649,698     4,094,569     3,475,215     3,245,146  

Borrowings

    17,996     225,000     225,000     225,000     542,763     450,000     612,000  

Subordinated debentures

    108,250     129,347     129,271     129,572     129,798     129,994     138,488  

Stockholders' equity

    584,086     539,468     546,203     478,797     506,773     375,726     1,138,352  

Performance Ratios:

                                           

Stockholders' equity to total assets ratio

    10.55 %   9.82 %   9.88 %   8.66 %   9.52 %   8.36 %   21.98 %

Tangible common equity ratio

    8.98 %   8.85 %   8.95 %   7.44 %   8.95 %   7.54 %   7.60 %

Loans to deposits ratio

    75.58 %   80.25 %   76.70 %   87.52 %   105.73 %   114.75 %   121.70 %

Net interest margin

    5.53 %   5.35 %   5.26 %   5.02 %   4.79 %   5.30 %   6.34 %

Efficiency ratio(4)

    76.19 %   61.49 %   61.21 %   64.53 %   55.66 %   59.17 %   47.73 %

Return on average assets

    0.90 %   0.90 %   0.92 %   (1.14 )%   (0.19 )%   (15.43 )%   1.73 %

Return on average equity

    8.78 %   9.81 %   9.92 %   (12.56 )%   (1.93 )%   (106.28 )%   7.66 %

Average equity to average assets

    10.26 %   9.17 %   9.32 %   9.10 %   10.06 %   14.52 %   22.55 %

Dividend payout ratio

    53.29 %   2.96 %   15.04 %   (5 )   (5 )   (5 )   41.56 %

Tier 1 leverage capital ratio(6)

    10.26 %   9.96 %   10.42 %   8.54 %   10.85 %   10.50 %   11.06 %

Tier 1 risk-based capital ratio(6)

    14.91 %   14.70 %   15.97 %   12.68 %   14.31 %   10.69 %   10.67 %

Total risk-based capital ratio(6)

    16.18 %   15.98 %   17.25 %   13.96 %   15.58 %   11.95 %   11.92 %

Asset Quality:

                                           

Non-covered nonaccrual loans and leases(3)

  $ 36,985   $ 59,968   $ 58,260   $ 94,183   $ 240,167   $ 63,470   $ 22,473  

Non-covered OREO

    37,333     48,260     48,412     25,598     43,255     41,310     2,736  
                               

Non-covered nonperforming assets

  $ 74,318   $ 108,228   $ 106,672   $ 119,781   $ 283,422   $ 104,780   $ 25,209  
                               

Asset Quality Ratios:

                                           

Non-covered nonaccrual loans and leases to non-covered loans and leases, net of unearned income(3)

    1.21 %   2.07 %   2.07 %   2.98 %   6.48 %   1.59 %   0.57 %

Non-covered nonperforming assets to non-covered loans and leases, net of unearned income, and OREO(3)

    2.41 %   3.68 %   3.73 %   3.76 %   7.56 %   2.60 %   0.64 %

Allowance for credit losses to non-covered nonaccrual loans and leases

    202.8 %   161.0 %   161.0 %   110.8 %   51.8 %   108.4 %   271.6 %

Allowance for credit losses to non-covered loans and leases, net of unearned income

    2.46 %   3.34 %   3.34 %   3.30 %   3.35 %   1.72 %   1.55 %

Net charge-offs (annualized) to average non-covered loans and leases

    0.31 %   0.94 %   0.81 %   5.94 %   2.22 %   0.96 %   0.07 %

GAAP to Non-GAAP Reconciliations:

                                           

Stockholders' equity

  $ 584,086   $ 539,468   $ 546,203   $ 478,797   $ 506,773   $ 375,726   $ 1,138,352  

Less: Intangible assets

    95,491     58,392     56,556     73,144     33,296     39,922     805,775  
                               

Tangible common equity

  $ 488,595   $ 481,076   $ 489,647   $ 405,653   $ 473,477   $ 335,804   $ 332,577  
                               

Total assets

  $ 5,538,502   $ 5,493,891   $ 5,528,237   $ 5,529,021   $ 5,324,079   $ 4,495,502   $ 5,179,040  

Less: Intangible assets

    95,491     58,392     56,556     73,144     33,296     39,922     805,775  
                               

Tangible assets

  $ 5,443,011   $ 5,435,499   $ 5,471,681   $ 5,455,877   $ 5,290,783   $ 4,455,580   $ 4,373,265  
                               

Equity to assets ratio

    10.55 %   9.82 %   9.88 %   8.66 %   9.52 %   8.36 %   21.98 %

Tangible common equity ratio(7)

    8.98 %   8.85 %   8.95 %   7.44 %   8.95 %   7.54 %   7.60 %

Book value per share

 
$

15.61
 
$

14.48
 
$

14.66
 
$

13.06
 
$

14.47
 
$

13.18
 
$

40.65
 

Tangible book value per share(8)

  $ 13.06   $ 12.91   $ 13.14   $ 11.06   $ 13.52   $ 11.78   $ 11.88  

Shares outstanding

    37,420     37,259     37,254     36,672     35,015     28,516     28,002  

(1)
Operating results of acquired companies are included from the respective acquisition dates.

 

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(2)
Includes 1,718,019 shares and 1,762,870 shares at September 30, 2012 and 2011, respectively, and 1,675,730 shares, 1,230,582 shares, 1,095,417 shares, 1,309,586 shares and 861,269 shares at December 31, 2011, 2010, 2009, 2008, and 2007, respectively, of unvested restricted stock outstanding.

(3)
During 2010, PacWest executed two sales of non-covered adversely classified loans totaling $398.5 million that included a total of $128.1 million in nonaccrual loans.

(4)
The 2009 efficiency ratio includes the $67.0 million gain from the Affinity acquisition. Excluding this gain, the efficiency ratio would be 70.29%. The 2008 efficiency ratio excludes the goodwill write-off. Including the goodwill write-off, the efficiency ratio would be 371.65%.

(5)
Not meaningful.

(6)
Capital ratios presented are for PacWest Bancorp consolidated.

(7)
Calculated as tangible common equity divided by tangible assets.

(8)
Calculated as tangible common equity divided by shares outstanding.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FIRST CALIFORNIA

        The following table summarizes consolidated financial results achieved by First California for the periods and at the dates indicated and should be read in conjunction with First California's consolidated financial statements and the notes to the consolidated financial statements contained in reports that First California has previously filed with the SEC. Historical financial information for First California can be found in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and its Annual Report on Form 10-K for the year ended December 31, 2011. Please see the section entitled "Where You Can Find More Information" beginning on page v for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2012 and 2011 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), and management of First California believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the nine months ended September 30, 2012 and 2011 indicate results for any future period.

 
  At or For the
Nine Months
Ended September 30,
  At or For the Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007(2)  
 
  (In thousands, except per share amounts and percentages)
 

Results of Operations(1):

                                           

Interest income

  $ 57,801   $ 54,246   $ 72,598   $ 59,350   $ 64,941   $ 63,235   $ 65,750  

Interest expense

    (7,395 )   (10,348 )   (13,104 )   (14,654 )   (19,887 )   (22,453 )   (25,506 )
                               

Net interest income

    50,406     43,898     59,494     44,696     45,054     40,782     40,244  
                               

Provision for credit losses:

                                           

Non-covered loans

    (1,500 )   (4,550 )   (5,346 )   (8,337 )   (16,646 )   (1,150 )    

Covered loans

                             
                               

Total provision for credit losses

    (1,500 )   (4,550 )   (5,346 )   (8,337 )   (16,646 )   (1,150 )    
                               

Net interest income after provision for credit losses

    48,906     39,348     54,148     36,359     28,408     39,632     40,244  

FDIC loss sharing income, net

    131     143     187                  

Other noninterest income

    7,793     5,054     7,500     6,484     10,034     5,381     8,047  

Gain from acquisitions

        35,202     36,922     2,312              

Non-covered OREO costs, net

    (2,139 )   (5,812 )   (6,716 )   (2,954 )   (1,563 )   (18 )    

Covered OREO costs, net

    2,247     746     1,538                  

Other noninterest expense

    (41,569 )   (39,298 )   (53,286 )   (39,851 )   (45,293 )   (35,087 )   (37,045 )
                               

Earnings (loss) before income tax (expense) benefit

    15,369     35,383     40,293     2,350     (8,414 )   9,908     11,246  

Income tax (expense) benefit

    (6,135 )   (14,862 )   (16,910 )   (940 )   3,753     (3,542 )   (4,158 )
                               

Net earnings (loss)

  $ 9,234   $ 20,521   $ 23,383   $ 1,410   $ (4,661 ) $ 6,366   $ 7,088  
                               

Per Common Share Data:

                                           

Earnings (loss) per share (EPS):

                                           

Basic

  $ 0.28   $ 0.64   $ 0.73   $ 0.01   $ (0.50 ) $ 0.56   $ 0.68  

Diluted

  $ 0.28   $ 0.64   $ 0.71   $ 0.01   $ (0.50 ) $ 0.54   $ 0.66  

Book value per share

  $ 7.21   $ 6.65   $ 6.75   $ 6.16   $ 11.45   $ 11.80   $ 11.55  

Tangible book value per share

  $ 4.71   $ 4.08   $ 4.19   $ 3.65   $ 5.23   $ 6.69   $ 6.61  

Shares outstanding

    29,220     29,220     29,220     28,171     11,623     11,463     11,507  

Average shares outstanding:

                                           

Basic EPS

    29,230     28,545     28,716     24,411     11,605     11,457     10,468  

Diluted EPS

    29,587     28,776     29,451     24,735     11,605     11,844     10,732  

Balance Sheet Data:

                                           

Total assets

  $ 1,990,804   $ 1,804,901   $ 1,812,664   $ 1,521,334   $ 1,459,821   $ 1,178,045   $ 1,108,842  

Cash and cash equivalents

    76,482     169,852     61,432     88,003     46,494     49,127     17,668  

Investment securities

    549,373     332,285     453,735     272,439     349,645     202,462     231,095  

 

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  At or For the
Nine Months
Ended September 30,
  At or For the Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007(2)  
 
  (In thousands, except per share amounts and percentages)
 

Loans held for sale

                        31,401     11,454  

Non-covered loans and leases, net of unearned income

    1,067,881     920,046     936,103     947,737     939,246     788,421     746,179  

Allowance for credit losses, non-covered loans

    18,239     17,778     17,747     17,033     16,505     8,048     7,828  

Covered loans, net

    106,144     147,150     135,412     53,878              

FDIC loss sharing asset

    50,471     77,755     68,083     16,725              

Goodwill

    60,720     60,720     60,720     60,720     60,720     50,098     50,216  

Core deposit and customer relationship intangibles

    12,205     14,511     13,887     9,915     11,581     8,452     9,642  

Deposits

    1,599,892     1,414,602     1,425,269     1,156,288     1,124,715     817,595     761,080  

Borrowings

    114,583     117,774     117,719     131,500     143,500     167,000     168,901  

Subordinated debentures

    26,805     26,805     26,805     26,805     26,753     26,701     26,648  

Stockholders' equity

    236,563     220,585     223,107     198,041     157,226     158,923     136,867  

Performance Ratios:

                                           

Stockholders' equity to total assets ratio

    11.88 %   12.22 %   12.31 %   13.02 %   10.77 %   13.49 %   12.34 %

Tangible common equity ratio

    7.18 %   6.90 %   7.05 %   7.08 %   4.38 %   6.85 %   7.25 %

Total capital ratio (to risk weighted assets)

    17.18 %   17.48 %   17.32 %   16.79 %   12.69 %   16.62 %   13.35 %

Tier 1 capital ratio (to risk weighted assets)

    15.93 %   16.23 %   16.07 %   15.53 %   11.43 %   15.70 %   12.43 %

Tier 1 leverage ratio (to average assets)

    10.00 %   10.18 %   10.33 %   11.00 %   8.52 %   12.77 %   10.42 %

Loans to deposits ratio

    73.38 %   75.44 %   75.18 %   86.62 %   83.51 %   100.27 %   99.55 %

Net interest margin

    4.05 %   3.90 %   3.92 %   3.46 %   3.53 %   4.08 %   4.64 %

Efficiency ratio(3)

    69.12 %   74.36 %   74.69 %   74.75 %   84.22 %   73.43 %   66.58 %

Return on average assets

    0.64 %   1.38 %   1.31 %   0.10 %   (0.32 )%   0.56 %   0.75 %

Return on average equity

    5.37 %   11.56 %   10.94 %   0.75 %   (2.91 )%   4.59 %   6.98 %

Average equity to average assets

    11.92 %   11.90 %   11.97 %   12.94 %   11.11 %   12.22 %   10.72 %

Asset Quality:

                                           

Non-covered nonaccrual loans and leases

  $ 15,404   $ 15,845   $ 13,860   $ 18,241   $ 39,958   $ 8,475   $ 5,720  

Non-covered OREO

    15,201     18,406     20,349     26,011     4,893     327     197  
                               

Non-covered nonperforming assets

  $ 30,605   $ 34,251   $ 34,209   $ 44,252   $ 44,851   $ 8,802   $ 5,917  
                               

Asset Quality Ratios:

                                           

Non-covered nonaccrual loans to non-covered loans, net of unearned income

    1.44 %   1.72 %   1.48 %   1.92 %   4.25 %   1.07 %   0.77 %

Non-covered nonperforming assets to non-covered loans, net of unearned income, and OREO

    2.83 %   3.65 %   3.58 %   4.54 %   4.75 %   1.12 %   0.79 %

Allowance for credit losses to non-covered nonaccrual loans

    118.4 %   112.2 %   128.0 %   93.4 %   41.3 %   95.0 %   136.9 %

Allowance for credit losses to non-covered loans, net of unearned income

    1.71 %   1.93 %   1.90 %   1.80 %   1.76 %   1.02 %   1.05 %

Net charge-offs (annualized) to average loans

    0.12 %   0.54 %   0.43 %   0.84 %   0.89 %   0.12 %   0.07 %

GAAP to Non-GAAP Reconciliations:

                                           

Total shareholders' equity

  $ 236,563   $ 220,585   $ 223,107   $ 198,041   $ 157,226   $ 158,923   $ 136,867  

Less: Goodwill and intangible assets

    (72,925 )   (75,231 )   (74,607 )   (70,635 )   (72,301 )   (58,550 )   (59,858 )
                               

Tangible equity

    163,638     145,354     148,500     127,406     84,925     100,373     77,009  

Less: Preferred stock

    (26,000 )   (26,000 )   (26,000 )   (24,628 )   (24,170 )   (23,713 )   (1,000 )
                               

Tangible common equity

  $ 137,638   $ 119,354   $ 122,500   $ 102,778   $ 60,755   $ 76,660   $ 76,009  
                               

 

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  At or For the
Nine Months
Ended September 30,
  At or For the Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007(2)  
 
  (In thousands, except per share amounts and percentages)
 

Total assets

  $ 1,990,804   $ 1,804,901   $ 1,812,664   $ 1,521,334   $ 1,459,821   $ 1,178,045   $ 1,108,842  

Less: Goodwill and intangible assets

    (72,925 )   (75,231 )   (74,607 )   (70,635 )   (72,301 )   (58,550 )   (59,858 )
                               

Tangible assets

  $ 1,917,879   $ 1,729,670   $ 1,738,057   $ 1,450,699   $ 1,387,520   $ 1,119,495   $ 1,048,984  
                               

Common shares outstanding

    29,220,271     29,220,079     29,220,079     28,170,760     11,622,893     11,462,964     11,507,020  

Tangible common equity to tangible assets

    7.18 %   6.90 %   7.05 %   7.08 %   4.38 %   6.85 %   7.25 %

Tangible book value per common share

  $ 4.71   $ 4.08   $ 4.19   $ 3.65   $ 5.23   $ 6.69   $ 6.61  

(1)
Operating results of acquired companies are included from the respective acquisition dates.

(2)
First California Financial Group, Inc. was formed as a wholly-owned subsidiary of National Mercantile Bancorp, or National Mercantile, to facilitate the reincorporation merger with FCB Bancorp. Accordingly, the historic balance sheet and results of operations before the March 2007 merger are the same historical information of National Mercantile.

(3)
Computed by dividing noninterest expense, excluding amortization of intangible assets, integration/conversion expense and loss on and expense of foreclosed properties, by net interest income and noninterest income, excluding gain on sale of securities, gain on sale of bank charters, gain on acquisitions and market gain on foreclosed properties.

 

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UNAUDITED COMPARATIVE PER COMMON SHARE DATA

        The following table shows per common share data regarding basic and diluted earnings, cash dividends, and book value for (a) PacWest and First California on a historical basis, (b) PacWest on a pro forma combined basis, and (c) First California on a pro forma equivalent basis. The pro forma basic and diluted earnings per share information was computed as if the merger had been completed on January 1, 2011. The pro forma book value per share information was computed as if the merger had been completed on the dates presented.

        The following pro forma information has been derived from and should be read in conjunction with PacWest's and First California's audited consolidated financial statements as of and for the year ended December 31, 2011, and their respective unaudited consolidated financial statements as of and for the nine months ended September 30, 2012, incorporated herein by reference. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs (except merger costs are reflected in the Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet), or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. The information below should be read in conjunction with the section entitled "Unaudited Pro Forma Combined Condensed Consolidated Financial Statements" beginning on page 113.

 
  PacWest   First
California
  PacWest
Pro Forma
Combined
  First
California
Pro Forma
Equivalent
Per Share(1)
 

Per Common Share Data:

                         

Basic Earnings

                         

Nine months ended September 30, 2012

  $ 1.00   $ 0.28   $ 1.13   $ 0.36  

Year ended December 31, 2011

  $ 1.37   $ 0.73   $ 1.83   $ 0.57  

Diluted Earnings

                         

Nine months ended September 30, 2012

  $ 1.00   $ 0.28   $ 1.13   $ 0.36  

Year ended December 31, 2011

  $ 1.37   $ 0.71   $ 1.83   $ 0.57  

Cash Dividends Paid(2)

                         

Nine months ended September 30, 2012

  $ 0.54   $   $ 0.54   $ 0.17  

Year ended December 31, 2011

  $ 0.21   $   $ 0.21   $ 0.07  

Book Value

                         

September 30, 2012

  $ 15.61   $ 7.21   $ 17.13 (3) $ 5.38  

December 31, 2011

  $ 14.66   $ 6.75   $ 16.37 (3) $ 5.14  

(1)
Computed by multiplying the "PacWest Pro Forma Combined" amounts by an assumed exchange ratio of 0.3142. The assumed exchange ratio is determined by dividing $8.00 by the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ended on January 11, 2013 of $25.46. The actual volume-weighted average share price of PacWest common stock price and exchange ratio may be different.

 

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(2)
"PacWest Pro Forma Combined" cash dividends paid are based only upon PacWest's historical amounts.

(3)
Based on pro forma shares outstanding of 46,364,735 and 46,199,028 as of September 30, 2012 and December 31, 2011, respectively. Such pro forma share amounts are based on (a) 37,420,025 and 37,254,318 shares of PacWest common stock outstanding at September 30, 2012 and December 31, 2011, respectively, plus (b) the product of (x) the assumed exchanged ratio of 0.3142 and (y) 28,468,204 shares of First California common stock outstanding at September 30, 2012 (including 342,164 shares of common stock issuable upon conversion of First California Series A Preferred Stock (as of October 31, 2012), and excluding 1,094,231 First California shares held by PacWest that will be cancelled in the merger).

 

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share, and the dividend paid per share, of PacWest common stock, which trades on the NASDAQ Global Select Market under the symbol "PACW," and First California common stock, which trades on the NASDAQ Global Market under the symbol "FCAL."

 
  PacWest Common Stock   First California
Common Stock
 
 
  High   Low   Dividend   High   Low   Dividend  

2011

                                     

First Quarter

  $ 22.64   $ 19.61   $ 0.01   $ 4.09   $ 2.80   $  

Second Quarter

  $ 23.31   $ 19.00   $ 0.01   $ 4.00   $ 3.40   $  

Third Quarter

  $ 21.34   $ 13.82   $ 0.01   $ 3.95   $ 2.77   $  

Fourth Quarter

  $ 19.76   $ 13.00   $ 0.18   $ 3.72   $ 2.79   $  

2012

                                     

First Quarter

  $ 24.79   $ 19.57   $ 0.18   $ 5.92   $ 3.29   $  

Second Quarter

  $ 25.50   $ 20.82   $ 0.18   $ 7.12   $ 5.27   $  

Third Quarter

  $ 25.50   $ 22.20   $ 0.18   $ 7.42   $ 6.52   $  

Fourth Quarter

  $ 25.29   $ 21.50   $ 0.25   $ 7.96   $ 6.34   $  

2013

                                     

First Quarter (through January 14, 2013)

  $ 26.90   $ 24.96   $   $ 7.91   $ 7.72   $  

        The following table sets forth the closing sale prices per share of PacWest common stock and First California common stock on November 6, 2012, the last trading day before the public announcement of the signing of the merger agreement, and on [    ], 2013, the latest practicable date before the date of this document. The following table also includes the equivalent market value per share of First California common stock on November 6, 2012 and [    ], 2013 determined by multiplying the volume-weighted average share price of PacWest common stock over the 20 consecutive trading days ending on such dates by the exchange ratios of 0.3553 and [    ], respectively, which would have been the exchange ratios if the closing date of the merger had occurred on such dates.

 
  PacWest Common
Stock 20 trading day
volume-weighted
average price
  First California
Common Stock
  Equivalent Market
Value per Share of
First California
Common Stock
 

November 6, 2012

  $ 22.52   $ 6.75   $ 8.00  

[                     ], 2013

  $ [    ]   $ [    ]   $ [    ]  

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This document, including information included or incorporated by reference in this document contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving PacWest's and First California's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects," "projections" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and PacWest and First California assume no duty to update forward-looking statements.

        In addition to factors previously disclosed in PacWest's and First California's reports filed with the SEC and those identified elsewhere in this filing (including the section entitled "Risk Factors" beginning on page 31), the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption entitled "Cautionary Statement Regarding Forward-Looking Statements," First California stockholders should carefully consider the following risk factors in deciding whether to vote for adoption of the merger agreement, and PacWest stockholders should carefully consider the following risks in deciding whether to vote for adoption of the merger agreement and approval of the issuance of the shares of PacWest common stock in the merger. First California and PacWest should also consider the other information in this document and the other documents incorporated by reference into this document. Please see the sections entitled "Where You Can Find More Information" beginning on page v and "Incorporation of Certain Documents by Reference" beginning on page 130.

Because the market price of PacWest common stock will fluctuate, the value of the merger consideration to be received by First California stockholders may change.

        Upon completion of the merger, each share of First California common stock will be converted into merger consideration consisting of a fraction of a share of PacWest common stock pursuant to the terms of the merger agreement. Both the closing price of PacWest common stock on the date that the merger is completed and the volume-weighted average share price over the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement may vary from the closing price of PacWest common stock on the date PacWest and First California announced the merger, on the date that this document is being mailed to each of the PacWest and First California stockholders, and on the date of the special meeting of PacWest and First California stockholders. Any change in the market price of PacWest common stock prior to completion of the merger may affect the value of the merger consideration that First California stockholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of PacWest and First California. First California stockholders should obtain current market quotations for shares of PacWest common stock before voting their shares at the First California special meeting.

        Accordingly, at the time of the First California special meeting, First California stockholders will not know or be able to calculate the value of the PacWest common stock they would receive upon completion of the merger. Pursuant to the terms of the merger agreement, the exchange ratio will adjust based on changes in the price of shares of PacWest common stock used to calculate the average share price of PacWest common stock when the average share price of PacWest common stock is between $20.00 and $27.00. In such case, the exchange ratio will be calculated by dividing $8.00 by the average share price of PacWest common stock. In the event that the average share price of PacWest common stock is greater than or equal to $27.00, the exchange ratio will be 0.2963. In the event that the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will be 0.4000. The exchange ratio will not be adjusted for changes in the market price of First California common stock prior to the closing.

First California stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        First California stockholders currently have the right to vote in the election of the board of directors of First California and on other matters affecting First California. Upon the completion of the merger, each First California stockholder who receives shares of PacWest common stock will become a stockholder of PacWest with a percentage ownership of PacWest that is smaller than such stockholder's percentage ownership of First California. It is currently expected that the former stockholders of First

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California as a group will receive shares in the merger constituting between approximately [    ]% and [    ]% of the outstanding shares of PacWest common stock immediately after the merger. Because of this, First California stockholders may have less influence on the management and policies of PacWest than they now have on the management and policies of First California.

The market price for PacWest common stock may be affected by factors different from those that historically have affected First California.

        Upon completion of the merger, holders of First California common stock will become holders of PacWest common stock. PacWest's businesses differ from those of First California, and accordingly the results of operations of PacWest will be affected by some factors that are different from those currently affecting the results of operations of First California. For a discussion of the businesses of PacWest and First California and of some important factors to consider in connection with those businesses, see the section entitled "Information About the Companies" beginning on page 48 and the documents incorporated by reference in this joint proxy statement/prospectus and referred to under the section entitled "Where You Can Find More Information" beginning on page v.

PacWest may fail to realize the anticipated benefits of the merger.

        The success of the merger will depend on, among other things, PacWest's ability to combine the businesses of PacWest and First California. If PacWest is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

        PacWest and First California have operated and, until the consummation of the merger, will continue to operate independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of PacWest or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of PacWest could choose to discontinue their relationships with the combined company post-merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on each of PacWest and First California during the pre-merger period and for an undetermined time after the consummation of the merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

        Before the transactions contemplated in the merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on PacWest following the merger. The regulatory approvals may not be received at any time, may not be received in a timely fashion, and may contain conditions on the completion of the merger that are not anticipated or cannot be met.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

        The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: approval of the merger agreement by First California stockholders, approval of the merger agreement and the issuance of PacWest common stock in connection with the merger by PacWest stockholders, receipt of requisite regulatory approvals subject to certain limitations set forth in the merger agreement, absence of orders prohibiting completion of

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the merger, effectiveness of the registration statement of which this document is a part, approval of the shares of PacWest common stock to be issued to First California stockholders for listing on the NASDAQ Global Select Market, the continued accuracy of the representations and warranties by both parties and the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by August 6, 2013, either PacWest or First California may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, PacWest and First California may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated under certain circumstances, First California may be required to pay a termination fee of $10 million to PacWest. If the merger agreement is terminated under certain other circumstances, PacWest may be required to pay a termination fee of $5 million to First California. Please refer to the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page 104 for a fuller description of these circumstances.

Termination of the merger agreement could negatively impact First California.

        First California's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger, and the market price of First California common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and First California's board of directors seeks another merger or business combination, First California stockholders cannot be certain that First California will be able to find a party willing to offer equivalent or more attractive consideration than the consideration PacWest has agreed to provide in the merger. If the merger agreement is terminated under certain circumstances, First California may be required to pay a termination fee of $10 million to PacWest. Please refer to the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page 104.

First California will be subject to business uncertainties and contractual restrictions while the merger is pending.

        Uncertainty about the effect of the merger on employees and customers may have an adverse effect on First California and consequently on PacWest. These uncertainties may impair First California's ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with First California to seek to change existing business relationships with First California. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, PacWest's business following the merger could be negatively impacted. In addition, the merger agreement restricts First California from taking certain specified actions until the merger occurs without the consent of PacWest. These restrictions may prevent First California from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled "The Merger Agreement—Covenants and Agreements" beginning on page 92 for a description of the restrictive covenants applicable to First California.

First California directors and officers may have interests in the merger different from the interests of other First California stockholders.

        The interests of some of the directors and executive officers of First California may be different from those of other First California stockholders, and directors and officers of First California may be

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participants in arrangements that are different from, or are in addition to, those of other First California stockholders. First California's executive officers will be eligible, upon a qualifying termination of employment, to: receive severance payments under their respective change in control agreements (or, in the case of Mr. Kum, under his employment agreement); for Messrs. Kum and Santarosa, receive payments over a period of years (17 years for Mr. Kum and 15 years for Mr. Santarosa) under each such individual's salary continuation agreement; and, for Messrs. Kum and Santarosa, designate a beneficiary under the executive's split dollar life insurance agreement prior to having achieved a retirement age. In addition, each of First California's executive officers and directors hold equity awards, the treatment of which is described below under "Treatment of First California Stock Options and Shares of Restricted Stock". Upon completion of the merger, two individuals designated by the board of directors of First California will join the board of directors of PacWest. The designated individuals must be approved by the Compensation, Nominating and Governance Committee of the board of directors of PacWest. All of the First California directors who meet the independence requirements under NASDAQ rules are eligible to be designated to join the PacWest board of directors. These interests are described in more detail under the section entitled "The Merger—Interests of First California Directors and Executive Officers in the Merger" beginning on page 82.

PacWest directors may have interests in the merger different from the interests of other PacWest stockholders.

        The interests of some of the directors of PacWest may be different from those of other PacWest stockholders, and directors of PacWest may be participants in arrangements that are different from, or are in addition to, those of other PacWest stockholders. These interests are described in more detail under the section entitled "The Merger—Interests of PacWest Directors and Executive Officers in the Merger" beginning on page 81.

Shares of PacWest common stock to be received by First California stockholders as a result of the merger will have rights different from the shares of First California common stock.

        Upon completion of the merger, the rights of former First California stockholders will be governed by the certificate of incorporation and bylaws of PacWest. The rights associated with First California common stock are different from the rights associated with PacWest common stock, although both companies are organized under Delaware law. Please see the section entitled "Comparison of Stockholders' Rights" beginning on page 124 for a discussion of the different rights associated with PacWest common stock.

The merger agreement contains provisions that may discourage other companies from trying to acquire First California for greater merger consideration.

        The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to First California that might result in greater value to First California's stockholders than the merger. These provisions include a general prohibition on First California from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. The members of the board of directors of First California and the holders of the First California Series A Preferred Stock have entered into voting and support agreements and have agreed to vote their shares of First California common stock in favor of the First California Merger Proposal and the First California Adjournment proposal, and against any alternative transaction. First California also has an unqualified obligation to submit the First California Merger proposal to a vote by its stockholders, even if First California receives a proposal that its board of directors believes is superior to the merger. The stockholders that are party to the voting and support agreements described in this paragraph beneficially own in the aggregate approximately [    ]% of the outstanding shares of First California common stock as of the record date

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(including shares of First California common stock issuable upon conversion of First California Series A Preferred Stock). In addition, First California may be required to pay PacWest a termination fee of $10 million in certain circumstances involving acquisition proposals for competing transactions. For further information, please see the sections entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106 and "The Merger Agreement—Termination; Termination Fee" beginning on page 104.

The combined company expects to incur substantial expenses related to the merger.

        The combined company expects to incur substantial expenses in connection with consummation of the merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although PacWest and First California have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the merger. As a result of these expenses, both PacWest and First California expect to take charges against their earnings before and after the completion of the merger. The charges taken in connection with the merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

The merger will result in changes to the board of directors of the combined company.

        Upon completion of the merger, the composition of the board of directors of the combined company will be different than the current boards of PacWest and First California. The PacWest board of directors currently consists of 13 directors and upon the completion of the merger, two directors designated by First California will join the PacWest board of directors. This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

In connection with the announcement of the merger agreement, one lawsuit has been filed and is pending seeking, among other things, to enjoin the merger, and an adverse judgment in this lawsuit may prevent the merger from becoming effective within the expected time frame (if at all).

        On November 20, 2012, a purported stockholder of First California filed a lawsuit in connection with the merger. Captioned Paul Githens v. C.G. Kum, et al., Case No. BC496018, the suit was filed in the Superior Court of the State of California, Los Angeles County, against First California, its directors, and PacWest. It is brought as a putative class action and alleges that First California's directors breached certain alleged fiduciary duties to First California's stockholders by approving the merger agreement pursuant to an allegedly unfair process and at an allegedly unfair price. It alleges that PacWest aided and abetted those breaches. The suit seeks, among other things, to enjoin consummation of the merger. On December 12, 2012, the court entered an order staying the action pending an initial status conference, currently scheduled for January 18, 2013. At this stage, it is not possible to predict the outcome of the proceedings and their impact on First California or PacWest. If the plaintiff is successful in enjoining the consummation of the merger, the lawsuit may prevent the merger from becoming effective within the expected timeframe (if it is completed at all).

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The unaudited pro forma combined condensed consolidated financial information included in this joint proxy statement/prospectus is illustrative and the actual financial condition and results of operations after the merger may differ materially.

        The unaudited pro forma combined condensed consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what PacWest's actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The pro forma combined condensed consolidated financial information reflects adjustments, which are based upon preliminary estimates, to record the First California identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of First California as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, please see the section entitled "Unaudited Pro Forma Combined Condensed Consolidated Financial Statements" beginning on page 113.

The opinions of First California's and PacWest's financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

        First California received an opinion from its financial advisor on November 6, 2012 and PacWest received an opinion from its financial advisor on November 4, 2012. Subsequent changes in the operations and prospects of First California or PacWest, general market and economic conditions and other factors that may be beyond the control of First California or PacWest, and on which First California's and PacWest financial advisors' opinions were based, may significantly alter the value of First California or the prices of the shares of PacWest common stock or First California common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because First California and PacWest do not anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. Consequently, First California's board of directors' recommendation that First California stockholders vote "FOR" the First California Merger proposal and PacWest's board of directors' recommendation that PacWest stockholders vote "FOR" the PacWest Merger proposal are each made as of the date of this joint proxy statement/prospectus. For a description of the opinions that PacWest and First California received from their respective financial advisors, please refer to the sections entitled "The Merger—Opinion of First California's Financial Advisor" beginning on page 62 and "The Merger—Opinion of PacWest's Financial Advisor" beginning on page 69.

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FIRST CALIFORNIA SPECIAL MEETING OF STOCKHOLDERS

Date, Time and Place

        The special meeting of First California stockholders will be held at [    ] at [    ], Pacific time, on [    ], 2013. On or about [    ], 2013, First California commenced mailing this document and the enclosed form of proxy to its stockholders entitled to vote at the First California special meeting.


Purpose of First California Special Meeting

        At the First California special meeting, First California stockholders will be asked to:


Recommendation of the First California Board of Directors

        The First California board of directors recommends that you vote "FOR" the First California Merger proposal, "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation and "FOR" the First California Adjournment proposal (if necessary or appropriate). Please see the section entitled "The Merger—Recommendation of the First California Board of Directors and Reasons for the Merger" beginning on page 58.

        Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the First California Merger proposal and "FOR" the First California Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


First California Record Date and Quorum

        The First California board of directors has fixed the close of business on [    ], 2013 as the record date for determining the holders of First California common stock entitled to receive notice of and to vote at the First California special meeting.

        As of the First California record date, there were [    ] shares of First California common stock outstanding and entitled to vote at the First California special meeting held by [    ] holders of record. Each share of First California common stock entitles the holder to one vote at the First California special meeting on each proposal to be considered at the First California special meeting.

        The representation (in person or by proxy) of holders of at least a majority of the votes entitled to be cast on the matters to be voted on at the First California special meeting constitutes a quorum for transacting business at the First California special meeting. All shares of First California common stock, whether present in person or represented by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the First California special meeting.

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        As of the record date, directors and executive officers of First California owned and were entitled to vote [    ] shares of First California common stock, representing approximately [    ]% of the shares of First California common stock outstanding on that date. First California currently expects that First California's directors and executive officers will vote their shares in favor of the First California Merger proposal, the First California Advisory (Non-Binding) Proposal on Specified Compensation, and the First California Adjournment proposal. The members of the board of directors of First California and the holders of the First California Series A Preferred Stock have each entered into a voting and support agreement with respect to the merger and have agreed to vote their shares of First California common stock in favor of the First California Merger Proposal and the First California Adjournment proposal. For further information, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106. As of the record date, PacWest beneficially held [    ] shares of First California common stock.


Required Vote

        The affirmative vote of a majority of the outstanding shares of First California common stock entitled to vote is required to approve the First California Merger proposal.

        Assuming a quorum is present, the affirmative vote of a majority of the shares of First California common stock represented (in person or by proxy) at the First California special meeting and entitled to vote on the proposal is required to approve each of the First California Advisory (Non-Binding) Proposal on Specified Compensation and the First California Adjournment proposal.


Treatment of Abstentions; Failure to Vote

        For purposes of the First California special meeting, an abstention occurs when a First California stockholder attends the First California special meeting, either in person or by proxy, but abstains from voting.


Voting on Proxies; Incomplete Proxies

        Giving a proxy means that a First California stockholder authorizes the persons named in the enclosed proxy card to vote its shares at the First California special meeting in the manner it directs. A First California stockholder may vote by proxy or in person at the First California special meeting. If

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you hold your shares of First California common stock in your name as a stockholder of record, to submit a proxy, you, as a First California stockholder, may use one of the following methods:

        First California requests that First California stockholders vote by telephone, over the Internet or by completing and signing the accompanying proxy and returning it to First California as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of First California stock represented by it will be voted at the First California special meeting in accordance with the instructions contained on the proxy card.

        If any proxy is returned without indication as to how to vote, the shares of First California common stock represented by the proxy will be voted as recommended by the First California board of directors. Unless a First California stockholder checks the box on its proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on any other matters voted upon at the First California special meeting.

        If a First California stockholder's shares are held in "street name" by a broker, bank or other nominee, the stockholder should check the voting form used by that firm to determine whether it may vote by telephone or the Internet.

        Every First California stockholder's vote is important. Accordingly, each First California stockholder should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not the First California stockholder plans to attend the First California special meeting in person.


Shares Held in Street Name

        If you are a First California stockholder and your shares are held in "street name" through a bank, broker or other holder of record, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to First California or by voting in person at the First California special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of First California common stock on behalf of their customers may not give a proxy to First California to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Therefore, if you are a First California stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

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Revocability of Proxies and Changes to a First California Stockholder's Vote

        A First California stockholder has the power to change its vote at any time before its shares of First California common stock are voted at the First California special meeting by:

        If you choose any of the first three methods, you must take the described action no later than the beginning of the First California special meeting. If you choose to send a completed proxy card bearing a later date than your original proxy card or a notice of revocation, the new proxy card or notice of revocation must be received before the beginning of the First California special meeting. If you have instructed a bank, broker or other nominee to vote your shares of First California common stock, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote.


Solicitation of Proxies

        The cost of solicitation of proxies from First California stockholders will be borne by First California. First California will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. In addition to solicitations by mail, First California's directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.


Attending the First California Special Meeting

        Subject to space availability, all First California stockholders as of the record date, or their duly appointed proxies, may attend the First California special meeting. Since seating is limited, admission to the First California special meeting will be on a first-come, first-served basis. Registration and seating will begin at [    ], Pacific time.

        If you hold your shares of First California common stock in your name as a stockholder of record and you wish to attend the First California special meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the First California special meeting. You must also bring valid picture identification.

        If your shares of First California common stock are held in "street name" in a stock brokerage account or by a bank or nominee and you wish to attend the First California special meeting, you need to bring a copy of a bank or brokerage statement to the First California special meeting reflecting your stock ownership as of the record date. You must also bring valid picture identification.

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FIRST CALIFORNIA PROPOSALS

First California Merger Proposal

        As discussed throughout this joint proxy statement/prospectus, First California is asking its stockholders to approve the First California Merger proposal. Holders of First California common stock should read carefully this joint proxy statement/prospectus in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. In particular, holders of First California common stock are directed to the merger agreement, a copy of which is attached as Appendix A to this joint proxy statement/prospectus.

Vote Required and First California Board Recommendation

        The affirmative vote of a majority of the outstanding shares of First California common stock entitled to vote is required to approve the First California Merger proposal.

        The First California board of directors recommends a vote "FOR" the First California Merger proposal.

        Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the First California Merger proposal. For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


First California Advisory (Non-Binding) Proposal on Specified Compensation

        In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, First California is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable to its named executive officers in connection with the merger, the value of which is set forth in the table included in the section of this joint proxy statement/prospectus entitled "The Merger—Merger-Related Compensation for First California's Named Executive Officers" beginning on page 85. As required by Section 14A of the Exchange Act, First California is asking its stockholders to vote on the adoption of the following resolution:

        The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger. Accordingly, a First California stockholder may vote to approve the executive compensation and vote not to approve the merger and vice versa. Because the vote is advisory in nature only, it will not be binding on either First California or PacWest. Accordingly, because First California is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger is approved and regardless of the outcome of the advisory vote.

        The First California board of directors recommends a vote "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation.

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First California Adjournment Proposal

        The First California special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the First California special meeting to approve the First California Merger proposal.

        If, at the First California special meeting, the number of shares of First California common stock present or represented and voting in favor of the First California Merger proposal is insufficient to approve the First California Merger proposal, First California intends to move to adjourn the First California special meeting in order to enable the First California board of directors to solicit additional proxies for approval of the merger. In that event, First California will ask its stockholders to vote only upon the First California Adjournment proposal, and not the First California Merger proposal or the First California Advisory (Non-Binding) Proposal on Specified Compensation.

        In the First California Adjournment proposal, First California is asking its stockholders to authorize the holder of any proxy solicited by the First California board of directors to vote in favor of granting discretionary authority to the proxy holders, to adjourn the First California special meeting to another time and place for the purpose of soliciting additional proxies. If the First California stockholders approve the First California Adjournment proposal, First California could adjourn the First California special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from First California stockholders who have previously voted.

        The First California board of directors recommends a vote "FOR" the First California Adjournment proposal.

        Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the First California Adjournment proposal. For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


Other Matters to Come Before the First California Special Meeting

        No other matters are intended to be brought before the First California special meeting by First California, and First California does not know of any matters to be brought before the First California special meeting by others. If, however, any other matters properly come before the First California special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their best judgment on any such matter.

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PACWEST SPECIAL MEETING OF STOCKHOLDERS

Date, Time and Place

        The special meeting of PacWest stockholders will be held at [    ] at [    ], Pacific time, on [    ], 2013. On or about [    ], PacWest commenced mailing this document and the enclosed form of proxy to its stockholders entitled to vote at the PacWest special meeting.


Purpose of PacWest Special Meeting

        At the PacWest special meeting, PacWest stockholders will be asked to:


Recommendation of the PacWest Board of Directors

        The PacWest board of directors recommends that you vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate) . Please see the section entitled "The Merger—Recommendation of the PacWest Board of Directors and Reasons for the Merger" beginning on page 68.

        Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


PacWest Record Date and Quorum

        The PacWest board of directors has fixed the close of business on [    ] as the record date for determining the holders of PacWest common stock entitled to receive notice of and to vote at the PacWest special meeting.

        As of the PacWest record date, there were [    ] shares of PacWest common stock outstanding and entitled to vote at the PacWest special meeting held by [    ] holders of record. Each share of PacWest common stock entitles the holder to one vote at the PacWest special meeting on each proposal to be considered at the PacWest special meeting.

        The representation of holders of at least a majority of the votes entitled to be cast on the matters to be voted on at the PacWest special meeting constitutes a quorum for transacting business at the PacWest special meeting. All shares of PacWest common stock, whether present in person or represented by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the PacWest special meeting.

        As of the record date, directors and executive officers of PacWest and their affiliates owned and were entitled to vote [    ] shares of PacWest common stock, representing approximately [    ]% of the shares of PacWest common stock outstanding on that date. PacWest currently expects that PacWest's directors and executive officers will vote their shares in favor of the PacWest Merger proposal and the PacWest Adjournment proposal. The members of the board of directors of PacWest have each entered

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into a voting and support agreement with respect to the merger and agreed to vote their shares in favor of the PacWest Merger proposal. Please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106. As of the record date, First California beneficially held [    ] shares of PacWest common stock.


Required Vote

        The affirmative vote of a majority of the outstanding shares of PacWest common stock is required to approve the PacWest Merger proposal.

        Assuming a quorum is present, the affirmative vote of a majority of the shares of PacWest common stock represented (in person or by proxy) at the PacWest special meeting and entitled to vote on the proposal is required to approve the PacWest Adjournment proposal.


Treatment of Abstentions; Failure to Vote

        For purposes of the PacWest special meeting, an abstention occurs when a PacWest stockholder attends the PacWest special meeting, either in person or by proxy, but abstains from voting.


Voting on Proxies; Incomplete Proxies

        Giving a proxy means that a PacWest stockholder authorizes the persons named in the enclosed proxy card to vote its shares at the PacWest special meeting in the manner it directs. A PacWest stockholder may vote by proxy or in person at the PacWest special meeting. If you hold your shares of PacWest common stock in your name as a stockholder of record, to submit a proxy, you, as a PacWest stockholder, may use one of the following methods:

        PacWest requests that PacWest stockholders vote by telephone, over the Internet or by completing and signing the accompanying proxy and returning it to PacWest as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of

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PacWest stock represented by it will be voted at the PacWest special meeting in accordance with the instructions contained on the proxy card.

        If any proxy is returned without indication as to how to vote, the shares of PacWest common stock represented by the proxy will be voted as recommended by the PacWest board of directors. Unless a PacWest stockholder checks the box on its proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on any other matters voted upon at the PacWest special meeting.

        If a PacWest stockholder's shares are held in "street name" by a broker, bank or other nominee, the stockholder should check the voting form used by that firm to determine whether it may vote by telephone or the Internet.

        Every PacWest stockholder's vote is important. Accordingly, each PacWest stockholder should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not the PacWest stockholder plans to attend the PacWest special meeting in person.


Shares Held in Street Name

        If you are a PacWest stockholder and your shares are held in "street name" through a bank, broker or other holder of record, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to PacWest or by voting in person at the PacWest special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of PacWest common stock on behalf of their customers may not give a proxy to PacWest to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Therefore, if you are a PacWest stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:


Voting of Shares Held in the PacWest Bancorp 401(k) Plan

        If you hold your shares indirectly in the PacWest Bancorp 401(k) Plan, you have the right to direct the PacWest trustee how to vote shares allocated to your 401(k) plan account as described in the voting materials sent to you by the PacWest trustee.


Revocability of Proxies and Changes to a PacWest Stockholder's Vote

        A PacWest stockholder has the power to change its vote at any time before its shares of PacWest common stock are voted at the PacWest special meeting by:

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        If you choose any of the first three methods, you must take the described action no later than the beginning of the PacWest special meeting. If you choose to send a completed proxy card bearing a later date than your original proxy card or a notice of revocation, the new proxy card or notice of revocation must be received before the beginning of the PacWest special meeting. If you have instructed a bank, broker or other nominee to vote your shares of PacWest common stock, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote.


Solicitation of Proxies

        The cost of solicitation of proxies from PacWest stockholders will be borne by PacWest. PacWest will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. In addition to solicitations by mail, PacWest's directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.


Discontinuing Multiple Mailings

        If you are a stockholder of record and have more than one account in your name or at the same address as other stockholders of record, you may authorize PacWest to discontinue mailings of multiple annual reports and proxy statements, including this joint proxy statement/prospectus. To discontinue multiple mailings, or to reinstate multiple mailings, please mail your request to PacWest Bancorp, Attention: Stockholder Relations, 10250 Constellation Blvd., Suite 1640, Los Angeles, California 90067.


Attending the PacWest Special Meeting

        Subject to space availability, all PacWest stockholders as of the record date, or their duly appointed proxies, may attend the PacWest special meeting. Since seating is limited, admission to the PacWest special meeting will be on a first-come, first-served basis. Registration and seating will begin at [    ], Pacific time.

        If you hold your shares of PacWest common stock in your name as a stockholder of record and you wish to attend the PacWest special meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the PacWest special meeting. You must also bring valid picture identification.

        If your shares of PacWest common stock are held in "street name" in a stock brokerage account or by a bank or nominee and you wish to attend the PacWest special meeting, you need to bring a copy of a bank or brokerage statement to the PacWest special meeting reflecting your stock ownership as of the record date. You must also bring valid picture identification.

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PACWEST PROPOSALS

PacWest Merger Proposal

        As discussed throughout this joint proxy statement/prospectus, PacWest is asking its stockholders to approve the PacWest Merger proposal. Holders of PacWest common stock should read carefully this joint proxy statement/prospectus in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. In particular, holders of PacWest common stock are directed to the merger agreement, a copy of which is attached as Appendix A to this joint proxy statement/prospectus.

Vote Required and PacWest Board Recommendation

        The affirmative vote of a majority of the outstanding shares of PacWest common stock entitled to vote is required to approve the PacWest Merger proposal.

        The PacWest board of directors recommends a vote "FOR" the PacWest Merger proposal.

        Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the PacWest Merger proposal. For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


PacWest Adjournment Proposal

        The PacWest special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the PacWest Merger proposal.

        If, at the PacWest special meeting, the number of shares of PacWest common stock present or represented and voting in favor of the PacWest Merger proposal is insufficient to approve the PacWest Merger proposal, PacWest intends to move to adjourn the PacWest special meeting in order to enable the PacWest board of directors to solicit additional proxies for approval of the PacWest Merger proposal.

        In the PacWest Adjournment proposal, PacWest is asking its stockholders to authorize the holder of any proxy solicited by the PacWest board of directors to vote in favor of granting discretionary authority to the proxy holders, to adjourn the PacWest special meeting to another time and place for the purpose of soliciting additional proxies. If the PacWest stockholders approve the PacWest Adjournment proposal, PacWest could adjourn the PacWest special meeting and any adjourned session of the PacWest special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from PacWest stockholders who have previously voted.

        The PacWest board of directors recommends a vote "FOR" the PacWest Adjournment proposal.

        Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the PacWest Adjournment proposal. For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


Other Matters to Come Before the PacWest Special Meeting

        No other matters are intended to be brought before the PacWest special meeting by PacWest, and PacWest does not know of any matters to be brought before the PacWest special meeting by others. If, however, any other matters properly come before the PacWest special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their best judgment on any such matter.

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INFORMATION ABOUT THE COMPANIES

PacWest Bancorp
10250 Constellation Blvd., Suite 1640
Los Angeles, California 90067
Phone: (310) 286-1144

        PacWest Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. As of September 30, 2012, PacWest had consolidated total assets of approximately $5.5 billion, total loans of approximately $3.6 billion, deposits of approximately $4.8 billion and stockholders' equity of approximately $0.6 billion. PacWest had 991 full-time equivalent employees of September 30, 2012.

        PacWest's principal business is to serve as the holding company for its banking subsidiary, Pacific Western Bank. Pacific Western Bank is a full-service commercial bank offering a broad range of banking products and services including: accepting demand, money market, and time deposits; originating loans, including commercial, real estate construction, real estate miniperm, SBA guaranteed and consumer loans; and providing other business-oriented products. Pacific Western Bank has 67 full-service community banking branches. Its operations are primarily located in Southern California extending from California's Central Coast to San Diego County; it also operates three banking offices in the San Francisco Bay area. The Bank focuses on conducting business with small to medium size businesses in our marketplace and the owners and employees of those businesses. The majority of Pacific Western Bank's loans are secured by the real estate collateral of such businesses. Pacific Western Bank's asset-based lending function operates in Arizona, California, Texas, and the Pacific Northwest. Its equipment leasing function operates in Utah and has lease receivables in 45 states. Special services, including international banking services, multi-state deposit services and investment services, or requests beyond the service area or current offerings of Pacific Western Bank can be arranged through correspondent banks. Pacific Western Bank also issues ATM and debit cards, has a network of branded ATMs and offers access to ATM networks through other major service providers. Pacific Western Bank provides access to customer accounts via a 24-hour seven day a week toll-free automated telephone customer service and a secure online banking service.

        PacWest's stock is traded on the NASDAQ Global Select Market under the symbol "PACW".

        Additional information about PacWest and its subsidiaries may be found in the documents incorporated by reference into this joint proxy statement/prospectus. Please also see the section entitled "Where You Can Find More Information" beginning on page v.

First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
Phone: (805) 322-9655

        First California Financial Group, Inc. is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. As of September 30, 2012, First California had consolidated total assets of approximately $2.0 billion, total loans of approximately $1.2 billion, deposits of approximately $1.6 billion and stockholders' equity of approximately $0.2 billion. First California had 285 full-time equivalent employees as of September 30, 2012.

        First California's primary function is to serve as the holding company for its bank subsidiary, First California Bank. First California Bank is a full-service commercial bank headquartered in Westlake Village, California. First California Bank's business strategy has been to attract individuals, professionals, and small- to mid-sized business borrowers in First California's primary service areas by offering a variety of loan products and a full range of banking services coupled with highly personalized service. First California Bank's operations are primarily located within the areas commonly known as

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the "101 corridor" stretching from the City of Ventura to Calabasas, California, the Moorpark-Simi Valley corridor, the western San Fernando Valley, the Tri-Cities area of Glendale-Burbank-Pasadena, the South Bay, the Inland Empire, north San Diego County, Century City and other parts of Los Angeles, Orange, San Luis Obispo and Ventura Counties in Southern California. First California's lending products include revolving lines of credit, term loans, commercial real estate loans, construction loans and consumer and home equity loans, which often contain terms and conditions tailored to meet the specific demands of the market niche in which the borrower operates. Additionally, First California Bank provides a wide array of deposit products serving the comprehensive banking needs of businesses and consumers in Los Angeles, Orange, Ventura, San Diego, Riverside, San Bernardino and San Luis Obispo counties through traditional business and consumer banking, construction finance, SBA lending, entertainment finance and commercial real estate lending via 15 full-service branch locations.

        First California's stock is traded on the NASDAQ Global Market under the symbol "FCAL".

        Additional information about First California and its subsidiaries may be found in the documents incorporated by reference into this joint proxy statement/prospectus. Please also see the section entitled "Where You Can Find More Information" beginning on page v.

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THE MERGER

        The following is a discussion of the merger and the material terms of the merger agreement between PacWest and First California. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this joint proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about PacWest or First California. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings PacWest and First California make with the SEC, as described in the section entitled "Where You Can Find More Information" beginning on page v.


Terms of the Merger

        PacWest's and First California's boards of directors have approved the merger agreement. The merger agreement provides for the acquisition of First California by PacWest through the merger of First California with and into PacWest, with PacWest continuing as the surviving corporation. Simultaneously with the merger, First California Bank, a wholly owned subsidiary of First California, will merge with and into Pacific Western Bank, a bank chartered under the laws of the State of California and a wholly owned subsidiary of PacWest, with Pacific Western Bank being the surviving bank.

        In the merger, each share of First California common stock, par value $0.01 per share, owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock, par value $0.01 per share. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price of PacWest common stock. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000. A First California stockholder will receive any whole shares of PacWest common stock such holder is entitled to receive and cash in lieu of any fractional shares of PacWest common stock such holder is entitled to receive.

        Based on the volume-weighted average share price of PacWest common stock of $22.5156 for the 20 consecutive trading days ending on November 6, 2012, the last trading day before the announcement of the merger, the exchange ratio would have been 0.3553. Based on the volume-weighted average share price of PacWest common stock of $[      ] for the 20 consecutive trading days ending on [            ], the most recent day for which information was available prior to the printing and mailing of this document, the exchange ratio would have been [        ]. The share price of PacWest common stock will fluctuate, and the volume-weighted average share price for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals may be different than the average used to calculate the hypothetical exchange ratio in the example above.

        In the event that any shares of the First California Series A Preferred Stock or the First California Series C Preferred Stock are outstanding immediately prior to the effective time, such shares will each be converted into shares of a new respective series of preferred stock of PacWest having rights, preferences, privileges, voting powers and limitations and restrictions thereof, that are the same as the First California Series A Preferred Stock or the First California Series C Preferred Stock, respectively,

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immediately prior to the effective time. As described below under the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106, holders of the First California Series A Preferred Stock have agreed to convert their First California Series A Preferred Stock into shares of First California common stock prior to the consummation of the merger. PacWest and First California expect to redeem the outstanding First California Series C Preferred Stock for an aggregate of $[      ] in cash in accordance with its terms immediately prior to the consummation of the merger.

        First California Stock Options.    At the effective time, each outstanding option to purchase shares of First California common stock, whether exercisable or unexercisable, will become fully vested without any action on the part of the holder of the option. Upon vesting, each option will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash equal to the excess (if any) of $8.00 over the exercise price.

        Restricted Shares.    At the effective time, each share of restricted stock of First California will, without any action on the part of the holder, become fully vested and be converted into the right to receive the merger consideration on the same terms of conversion as First California common stock, subject to any required tax withholding.


Background of the Merger

        As part of its normal strategic planning process, each year for the past several years, the First California board of directors held a special board meeting, or allocated time in one or more regular board meetings, to consider and discuss strategic planning. At these meetings, the First California board has from time to time considered various strategic alternatives, including corporate merger and acquisition opportunities. In recent years, this strategic planning process led to First California's FDIC-assisted failed bank acquisition of San Luis Trust Bank in February 2011, First California's acquisition of its EPS division in April 2011 and First California's pending acquisition of Premier Service Bank. In addition, as part of the strategic planning process, during 2011, First California evaluated and considered several larger and potentially transformative transactions, including a potential strategic transaction with Company A, with which First California met periodically over the course of 2011 and 2012 to discuss such a potential transaction.

        On November 21, 2011, First California received a written unsolicited non-binding indication of interest from PacWest to acquire all of First California's outstanding common stock in exchange for $5.10 per share in PacWest common stock. At a special meeting held on December 2, 2011, the First California board of directors, together with representatives from KBW and First California's outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, discussed and considered PacWest's unsolicited initial indication of interest. Representatives of Skadden reviewed with the First California board of directors the fiduciary duties of directors under Delaware law when responding to an unsolicited indication of interest. Representatives of KBW discussed, among other things, the financial terms of PacWest's indication of interest, the outlook for the banking industry, equity markets for bank stocks and the merger and acquisition landscape. After a detailed discussion of the indication of interest and First California's stand-alone prospects, the First California board of directors concluded that PacWest's indication of interest was inadequate. First California subsequently sent a response letter to PacWest stating that the First California board of directors had concluded that PacWest's indication of interest was inadequate. Representatives of First California and PacWest spoke periodically following such time regarding this correspondence and PacWest's indication of interest.

        On December 19, 2011, Robert E. Gipson, Chairman of the First California board of directors, received a letter from Robert C. Pohlad, stating that Mr. Wagner had informed him and his brothers,

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James O. Pohlad and William M. Pohlad, which we refer to collectively as the Pohlad Group, of PacWest's interest in First California.

        On January 5, 2012, Mr. Gipson corresponded with Mr. R. Pohlad regarding First California's response to PacWest's indication of interest. On January 11, 2012, Mr. Gipson received a letter from Mr. R. Pohlad, requesting that First California engage a financial advisor to explore strategic alternatives, including engaging in discussions with PacWest regarding its indication of interest. On January 12, 2012, the Pohlad Group filed an amended Schedule 13D with the SEC regarding its demand that First California immediately engage investment bankers to assess all strategic alternatives, including a sale of First California. On January 13, 2012, First California issued a press release acknowledging the Schedule 13D amendment filed by the Pohlad Group and stating that it will consider the Pohlad Group's input.

        On January 23, 2012, First California received a letter from Castine Capital Management, which we refer to as Castine, indicating its support for the Pohlad Group's prior demand that the First California board of directors immediately engage investment bankers to assess all strategic alternatives, including a sale of First California. Castine filed a Schedule 13D with the SEC disclosing its letter to the First California board of directors.

        At a meeting held on January 25, 2012, the First California board of directors, together with representatives of Skadden, reviewed the recent amended Schedule 13D filing by the Pohlad Group as well as the recent filing by Castine. The First California board of directors determined to engage a financial advisor to assist the First California board of directors with its on-going review of First California's strategic plans. The First California board of directors considered several nationally recognized, independent financial advisors for this role. The First California board of directors determined to engage KBW, primarily based on KBW's prior experience with First California, its knowledge of the industry and the insight it had demonstrated in recent presentations to the First California board of directors, including its analysis of PacWest's indication of interest. On January 26, 2012, First California publicly disclosed that it had determined to engage a financial advisor to assist with the on-going review of its strategic plans.

        On January 27, 2012, John M. Eggemeyer, Chairman of the board of directors of PacWest, sent a letter to Mr. Gipson, reiterating PacWest's interest in pursuing a transaction and reaffirming its prior proposal of $5.10 per share in PacWest common stock.

        On February 19, 2012, Company A and First California entered into a mutual confidentiality agreement.

        On February 28, 2012, First California announced the signing of a definitive agreement to acquire Premier Service Bank and a plan to realign First California's branch offices, including the closing and consolidation of four branches.

        On March 12, 2012, First California formally engaged KBW in connection with First California's financial and strategic review.

        At a meeting of the First California board of directors held on March 21, 2012, Mr. Kum reviewed the current status of the strategic review process.

        On April 2, 2012, Basswood Capital Management, a stockholder of First California, filed a Schedule 13D with the SEC disclosing its request that the First California board of directors assess all strategic alternatives, including a sale of First California.

        On May 3, 2012, Mr. Gipson and Mr. Kum received a letter from PacWest with a revised offer of $7.25 per share of First California common stock, to be paid in PacWest stock and which would be subject to a mutually agreed upon collar mechanism. The letter called for a response from First

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California by May 8, 2012 and requested a 30-day exclusivity period to negotiate the terms of a strategic transaction between the two companies.

        On May 4, 2012, Mr. Gipson contacted Mr. Eggemeyer and Mr. Kum contacted Mr. Wagner to request a one-week extension of the deadline specified in PacWest's letter to allow the First California board of directors sufficient time to evaluate the revised PacWest proposal. Both Mr. Eggemeyer and Mr. Wagner rejected such requests. On the same day, in response to a letter received from Mr. R. Pohlad requesting information, Mr. Kum sent a letter to Mr. R. Pohlad stating that First California's strategic review process was still ongoing.

        Later on May 4, 2012, Mr. Gipson, John W. Birchfield, Vice Chairman of the First California board of directors, and Joseph N. Cohen, a director of First California, met with three directors of Company A to discuss a potential transaction.

        At a meeting held on May 7, 2012, the First California board of directors, together with representatives of KBW and Skadden, discussed the May 3, 2012 letter received from PacWest. Representatives of Skadden reviewed with the First California board of directors its fiduciary duties under Delaware law with respect to its response to the letter it received. The First California board of directors determined that Mr. Gipson should seek clarification from Mr. Eggemeyer regarding certain matters in PacWest's proposal and, for purposes of facilitating such discussion, request that First California and PacWest enter into a mutual nondisclosure agreement without an exclusivity provision. The First California board of directors determined that an exclusivity arrangement with PacWest would not be in the best interests of First California and its stockholders without first obtaining the necessary clarification regarding PacWest's proposal. Mr. Kum also informed the First California board of directors that, although Company A had not submitted a proposal to First California or specified the terms of a potential transaction, members of the management and boards of directors of First California and Company A continued to discuss a potential transaction.

        On May 8, 2012, Mr. Gipson contacted Mr. Eggemeyer seeking clarification regarding PacWest's proposal. Mr. Wagner sent an email to Mr. Gipson in response, reiterating PacWest's request for exclusivity. Mr. Gipson sent a reply to Mr. Wagner, stating that First California was not prepared to execute the requested confidentiality agreement without receiving the requested clarifications. Mr. Gipson then received a call from Mr. Wagner informing Mr. Gipson that PacWest intended to go public with its offer. Later that day, PacWest issued a press release announcing that it had made a proposal to acquire First California, and including a copy of PacWest's May 3 letter to First California. On May 9, 2012, First California issued a press release stating that First California did not believe it was in the best interests of First California's stockholders to grant exclusivity to PacWest in the absence of satisfactory clarification of the terms and value of its proposal and taking into account other strategic alternatives that First California may pursue.

        At a meeting held on May 14, 2012, the First California board of directors, together with representatives of KBW and Skadden, discussed First California's strategic options. Mr. Gipson updated the First California board of directors regarding the conversation with PacWest's Chief Executive Officer and PacWest's public disclosure of its proposal. Representatives from Skadden reviewed with the First California board of directors its fiduciary duties under Delaware law. The First California board of directors also discussed recent communications from stockholders. The First California board of directors and representatives of KBW discussed First California's business and potential stand-alone strategies for First California, including strategies involving a restructuring of its balance sheet and potential acquisition strategies. The First California board of directors and representatives of KBW also discussed the financial terms of an acquisition of First California by PacWest and a merger between First California and Company A. The First California board of directors also discussed interest shown by several other parties in a potential strategic transaction with First California. The First California board of directors discussed holding a process to explore indications of interest by third parties, and the

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First California board of directors and representatives of KBW discussed the parties KBW and First California expected would be likely to be interested in a strategic transaction with First California, including publicly-traded banks and privately-held banks. The First California board of directors then adopted resolutions establishing a committee of the First California board of directors, which we refer to as the proposal review committee, comprised of independent directors not otherwise interested in any possible strategic transactions to, among other things, review, evaluate and negotiate any such possible strategic transactions on behalf of First California. Messrs. Benson, Birchfield, Cohen and Gipson initially were appointed to serve as the members of the proposal review committee. While the proposal review committee was initially comprised of Messrs. Benson, Birchfield, Cohen and Gipson, the other members of the First California board of directors attended and participated in each of the subsequent meetings held by the proposal review committee (other than Mr. Kum who did not attend executive sessions that took place at any of the meetings held by the proposal review committee and the First California board of directors).

        At a meeting of the proposal review committee held on May 25, 2012, Mr. Kum informed the proposal review committee that Company B had expressed interest in becoming involved with First California's strategic review process. Mr. Kum summarized for the proposal review committee his meetings and discussions with executive officers of Company B over the preceding weeks.

        On May 31, 2012, Mr. Kum received a telephone call from a representative of Company B stating that certain of Company B's decision makers were interested in a strategic transaction with First California, but that others had a different view. Mr. Kum and the representative discussed strategies for making a strategic transaction with First California attractive to Company B. The representative reiterated Company B's continued interest but that it needed more time. At a meeting of the proposal review committee held later that day, Mr. Kum summarized his contacts with Company B and with certain other parties and his plans for further discussions with such parties.

        At a meeting held on June 15, 2012, the proposal review committee, together with KBW, reviewed the 18 companies that as of that date had contacted, or been contacted by, First California and/or KBW regarding interest in a strategic transaction. KBW had initiated contact with all of the parties that First California, in consultation with KBW, determined would be most likely to be interested in pursuing a strategic transaction with First California on terms that would be attractive to First California, and certain additional parties had independently initiated contact with KBW and/or First California to indicate their interest in pursuing a strategic transaction with First California. Representatives from KBW stated that eight companies had requested confidentiality agreements, seven companies had indicated that they were not interested in a strategic transaction with First California and Company A and Company B had executed confidentiality agreements. Promptly following a party's execution of a confidentiality agreement, on behalf of First California, KBW provided access to an online dataroom to such party.

        At a meeting held on June 20, 2012, Mr. Kum updated the First California board of directors regarding the status of discussions with various third parties.

        On June 22, 2012, Mr. Kum, together with Romolo Santarosa, Senior Executive Vice President and Chief Operating Officer/Chief Financial Officer of First California and representatives of KBW, met and had discussions with a representative of Company C as part of Company C's due diligence review of First California.

        On June 27, 2012, Mr. Kum, together with Mr. Santarosa and representatives of KBW, met and had discussions with a representative of Company D as part of Company D's due diligence review of First California.

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        On June 28, 2012, Mr. Kum, together with Mr. Santarosa and representatives of KBW, met and had discussions with a representative of Company E as part of Company E's due diligence review of First California.

        At a meeting of the proposal review committee held on June 29, 2012, Mr. Kum updated the proposal review committee regarding the companies that have executed a confidentiality agreement with First California. Mr.Kum also summarized the meetings with representatives of Company D and Company E.

        On July 5, 2012, Mr. Kum and Mr. Santarosa met and had separate discussions with representatives of each of Company F and Company G as part of such parties' respective due diligence reviews of First California.

        On July 10, 2012, Mr. Kum and Mr. Santarosa met and had further discussions with representatives of Company D.

        On July 11, 2012, the proposal review committee, with the assistance of KBW, formally solicited from each of the parties that had executed a confidentiality agreement a written non-binding indication of interest in a potential transaction with First California. On the same day, Mr. Santarosa and William Schack, Executive Vice President and Chief Credit Officer of First California, together with representatives of Skadden and KBW, met and had discussions with representatives of PacWest.

        On July 18, 2012, the proposal review committee received preliminary non-binding indications of interest from PacWest, Company A, a publicly traded financial institution and Company E, a private bank. PacWest had offered to acquire 100% of the outstanding capital stock of First California for $7.50 per share, payable, at the election of First California, in cash, stock or a mix of cash and stock, which would be subject to a mutually agreed upon collar mechanism. PacWest also offered First California the right to designate one member on the board of directors of PacWest upon completion of the proposed merger. As part of its offer, PacWest also indicated that each of First California's directors would be required to enter into a voting agreement and that the Pohlad Group would also be required to enter an agreement to convert all of the Series A Preferred Stock into First California common stock prior to consummating the proposed merger. Company A had proposed a strategic transaction, with all stock consideration, in an amount to be determined based on the respective tangible book values of First California and Company A at the closing of the proposed transaction. Company E had proposed a strategic transaction, in which Company E would be merged into First California Bank, with Company E stockholders receiving stock in First California, in a transaction that Company E stated would provide a value to First California's stockholders of $8.00 per share, on a pro forma combined company basis.

        At meetings held on July 24 and 25, 2012, the proposal review committee, together with representatives of KBW and Skadden, reviewed First California's strategic options and the interest in First California exhibited by third parties. Representatives of KBW discussed, among other things, First California's stand-alone financial metrics, current market trends and conditions for the community bank industry. Representatives of KBW also summarized the auction process conducted to that date, stating that, of 24 companies that as of that date had contacted, or been contacted by, First California and/or KBW, three parties had submitted indications of interest, six other parties had executed confidentiality agreements and had conducted due diligence but had not submitted indications of interest, and 15 additional parties had been contacted by KBW but had determined not to be involved in the process. Representatives from KBW then described in detail the value associated with indications of interest submitted by the three third parties and provided a preliminary view on the value that could be achieved by First California stockholders in combination with each of PacWest, Company A and Company E. The First California board of directors determined to continue to pursue the strategic review process and to conduct additional due diligence on each of PacWest, Company A and Company E.

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        During August and early September 2012, First California made available to PacWest, Company A and Company E additional information through its online dataroom, and such parties continued to conduct their respective due diligence reviews of First California. Also as part of the due diligence process, during August and early September 2012, Messrs. Kum and Santarosa and representatives of KBW met and had further discussions with representatives of each of Company A and Company E.

        On September 7, 2012, KBW, at the request of the proposal review committee, invited PacWest, Company A and Company E to each submit a revised indication of interest in a potential strategic transaction with First California. KBW also provided each of the foregoing parties a draft merger agreement, requesting that they each include a mark-up of the merger agreement, if any, along with their indication of interest.

        On September 12, 2012, PacWest reiterated its interest to acquire First California on the terms and conditions set forth in its July 18, 2012 proposal. On September 14, 2012, PacWest's outside legal counsel, Wachtell, Lipton, Rosen & Katz, which we refer to as Wachtell, sent to KBW a mark-up of the proposed merger agreement. Also on September 12, 2012, Company E resubmitted its July 18, 2012 indication of interest to acquire First California. Company E also sent a detailed presentation discussing its offer but did not provide a mark-up of the proposed merger agreement. Company A decided not to submit a revised indication of interest to enter into a strategic transaction with First California.

        At a special meeting held on September 19, 2012, the First California board of directors, together with representatives of KBW and Skadden, reviewed the current state of the strategic review process. Representatives of KBW discussed First California's stand-alone financial metrics and the two potential strategic transactions. The First California board of directors analyzed the offers by PacWest and Company E in great detail with KBW. Representatives from Skadden then advised the First California board of directors of its fiduciary duties under Delaware law in connection with its review of the proposals. After detailed discussion, the First California board of directors had the preliminary view that the PacWest and Company E offers were not sufficiently compelling to move forward with a transaction at that time. The First California board of directors discussed the implications of halting the strategic review process and proceeding as a stand-alone company. The First California board of directors agreed to continue the discussion and come to a final decision at a meeting of the First California board of directors scheduled for September 27, 2012. Following this meeting, KBW communicated to each of PacWest and Company E that the First California board of directors had reviewed its proposal but had not yet made a final decision.

        On September 24, 2012, PacWest revised its initial proposal to provide the First California board of directors the option to elect between a transaction involving (1) all stock consideration having a value of $8.00 per share, (2) cash consideration of $7.50 per share or (3) a mix of stock and cash consideration having a total value of $7.50 per share, in each case subject to a mutually agreed upon collar mechanism. On September 25, 2012, Company E revised its prior proposal to offer First California the option of conducting a cash-out tender offer in an amount up to $20 million in the aggregate and at a price of $8.00 per share of First California common stock, to be effected immediately upon completion of the proposed merger between Company E and First California Bank on the terms previously presented.

        At a special meeting held on September 27, 2012, the First California board of directors discussed the revised indications of interest from PacWest and Company E. KBW was directed to determine whether PacWest would be prepared to increase its offer to $8.25, given the increase in First California tangible book value since June 30, 2012, and allow First California to designate two members to the board of directors of PacWest.

        On September 29, 2012, Company E further revised its September 25, 2012 proposal to provide for a merger between Company E and First California Bank that valued First California at a price of $8.50

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per share and included an option for conducting a cash-out tender offer in an amount up to $20 million in the aggregate and at a price of $8.50 per share of First California common stock, to be effected immediately upon completion of the proposed merger between Company E and First California Bank.

        At a special meeting held on October 6, 2012, representatives of KBW updated the First California board of directors regarding recent discussions with PacWest and its unwillingness to increase its per share offer price. The First California board of directors discussed the PacWest offer in great detail and determined that PacWest should submit an additional indication of interest following its completion of additional due diligence in order to confirm its continued interest in acquiring First California. The First California board of directors also discussed the continued interest of Company E. The First California board of directors determined that the proposed transaction with Company E was less attractive than the proposed transaction with PacWest, primarily because, given that Company E is a private bank, the transaction it proposed presented increased execution risk and the value of the consideration proposed to be provided to stockholders of First California in such transaction would be uncertain. Mr. Kum recommended that First California continue to explore the PacWest proposal for an all-stock transaction valued at $8.00 per share.

        At a special meeting held on October 15, 2012, the First California board of directors and the proposal review committee, together with representatives of KBW and Skadden, discussed the PacWest proposal. Representatives from KBW stated that PacWest confirmed its previous offer to acquire First California for $8.00 per share in an all-stock transaction (subject to a mutually agreed upon collar mechanism) and agreed that First California would have the right to designate two members to the board of directors of PacWest upon completion of the merger. Mr. Kum recommended that he be authorized to call the Chief Executive Officer of PacWest, indicate that First California is prepared to negotiate a transaction based on the terms of PacWest's most recent offer and that he be authorized to invite PacWest to perform additional confirmatory due diligence. The members of the proposal review committee and the First California board of directors unanimously adopted Mr. Kum's recommendation. On October 15, 2012, Mr. Kum contacted Mr. Wagner and conveyed First California's position as adopted by the First California board of directors.

        On October 31, 2012, Skadden, at the direction of First California, sent a revised draft of the merger agreement to PacWest. On November 2, 2012, Skadden, at the direction of First California, sent a draft voting agreement to PacWest, in a form to be signed by directors of First California and PacWest and by the Pohlad Group.

        On November 2, 2012, Skadden, at the direction of First California, contacted the attorney for the Pohlad Group and confirmed the Pohlad Group's agreement to treat information regarding a proposed strategic transaction involving First California in a confidential manner. Upon confirmation that the information would be treated confidentially, Skadden sent a draft of the voting agreement required by the PacWest offer to the attorney for the Pohlad Group.

        Over the course of November 1 through November 5, 2012, First California, PacWest, the Pohlad Group and their respective legal counsel and financial advisors continued to negotiate and finalize terms of the definitive merger agreement and voting agreements.

        At a special meeting held on November 4, 2012 the PacWest board of directors held a special meeting at which members of PacWest's senior management, Wachtell and Sandler O'Neill made various presentations about, and the PacWest board of directors discussed, the proposed merger between First California and PacWest and the proposed terms of the merger. At this meeting, the PacWest board of directors unanimously (1) declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of PacWest and its stockholders, (2) approved the merger agreement and (3) directed that the merger

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agreement and the issuance of PacWest common stock in connection with the merger be submitted to PacWest's stockholders for approval and adoption.

        At a special meeting held on November 6, 2012, the First California board of directors and the proposal review committee, together with representatives of KBW and Skadden, discussed the proposed merger between First California and PacWest. At the meeting, First California's management team provided an update to the First California board of directors on the negotiation of the proposed merger and the results of its due diligence review of PacWest, and reviewed the strategic rationale and anticipated benefits of the proposed transaction to First California stockholders. Representatives of Skadden advised the First California board of directors of its fiduciary duties under Delaware law in connection with the proposed merger transaction and reviewed the material terms of the proposed merger agreement with the First California board of directors. Representatives of KBW reviewed with the First California board of directors KBW's financial analysis of the merger. KBW then delivered its oral opinion, later confirming in writing, to the First California board of directors that, as of November 6, 2012, and based upon and subject to the assumptions and limitations set forth in the written opinion, the exchange ratio in the merger was fair, from a financial point of view, to the common stockholders of First California. After additional discussions and deliberations, the proposal review committee unanimously recommended that (1) the First California board of directors declare that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of First California and its stockholders, (2) the First California board of directors approve the merger agreement, and (3) the First California board of directors recommend to the stockholders of First California that they vote to adopt the merger agreement. After receiving the unanimous recommendation of the proposal review committee, the First California board of directors unanimously (1) declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of First California and its stockholders, (2) approved the merger agreement and (3) recommended to the stockholders of First California that they vote to adopt the merger agreement.

        Later in the day on November 6, 2012, First California and PacWest executed the merger agreement. A joint press release announcing the transaction was released in the afternoon of November 6, 2012.


Recommendation of the First California Board of Directors and Reasons for the Merger

        After careful consideration, at its meeting on November 6, 2012, the First California board of directors unanimously approved the merger agreement. In reaching this decision, the First California board of directors received the unanimous recommendation of the proposal review committee, consulted with First California's management team and with the First California board of directors' outside legal counsel and financial advisor, and considered a number of factors that the First California board of directors believed supported its decision, including the following material factors:

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        The First California board of directors also considered a variety of risks and other potentially negative factors concerning the merger agreement and the merger, including:

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        The foregoing discussion of the information and factors considered by the First California board of directors is not intended to be exhaustive, but includes the material factors considered by the First California board of directors. In reaching its decision to approve the merger agreement, the First California board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The First California board of directors considered all these factors as a whole, including discussions with, and questioning of, First California's management team, its legal counsel and financial advisor, and overall considered the factors to be favorable to, and to support, its determination.

        This explanation of First California's reasons for the merger and other information presented in this section is forward-looking in nature and should be read in light of the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 29 of this joint proxy statement/prospectus.

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        For the reasons set forth above, the First California board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote "FOR" the First California Merger proposal, "FOR" the First California Advisory (Non-Binding) Proposal on Specified Compensation and "FOR" the First California Adjournment proposal (if necessary or appropriate).

        Each of the directors of First California has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the First California Merger proposal and "FOR" the First California Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


Opinion of First California's Financial Advisor

        First California engaged KBW to render financial advisory and investment banking services to First California. KBW agreed to assist First California in assessing the fairness, from a financial point of view, of the exchange ratio in the proposed merger with PacWest, to the common stockholders of First California. First California selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with First California and its business. As part of its investment banking business, KBW is continually engaged in the valuation of financial services companies and their securities in connection with mergers and acquisitions.

        On November 6, 2012, the First California board of directors held a meeting to evaluate the proposed merger of First California with and into PacWest. At this meeting, KBW reviewed the financial aspects of the proposed merger. In addition, KBW rendered an opinion that, as of such date, the exchange ratio was fair, from a financial point of view, to the common stockholders of First California. The First California board of directors approved the merger agreement at this meeting.

        The full text of KBW's written opinion, dated November 6, 2012, is attached as Appendix E to this joint proxy statement/prospectus and is incorporated herein by reference. First California stockholders are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.

        KBW's opinion speaks only as of the date of the opinion. The opinion is directed to the First California board of directors and addresses only the fairness, from a financial point of view, of the exchange ratio to the common stockholders of First California. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any First California stockholder as to how the stockholder should vote at the First California special meeting on the merger or any related matter.

        In connection with its opinion, KBW reviewed, analyzed and relied upon material bearing upon the merger and the financial and operating condition of First California and PacWest and the merger, including among other things, the following:

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        In addition, KBW held discussions with members of senior management of First California and PacWest regarding past and current business operations, regulatory relations, financial condition and future prospects of their respective companies, and other matters KBW deemed relevant. In addition, KBW compared certain financial and stock market information for First California and PacWest with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the banking industry and performed other studies and analyses that it considered appropriate.

        In conducting its review and arriving at its opinion, KBW relied upon the accuracy and completeness of all of the financial and other information provided to it or otherwise publicly available. KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility for such verification or accuracy. KBW relied upon the management of First California and PacWest as to the reasonableness and achievability of the financial and operating forecasts and projections (and the assumptions and bases therefor) provided to KBW, and assumed that such forecasts and projections reflected the best currently available estimates and judgments of such managements and that such forecasts and projections will be realized in the amounts and in the time periods estimated by such managements. KBW assumed that the aggregate allowance for loan and lease losses for First California and PacWest were adequate to cover those losses. KBW did not make or obtain any evaluations or appraisals of the property, assets or liabilities of First California or PacWest, nor did it examine any individual credit files.

        KBW was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the merger, other than the exchange ratio, to the extent expressly specified in KBW's opinion. Additionally, KBW's opinion did not address the underlying business decision of First California to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to First California.

        For purposes of rendering its opinion, KBW assumed that, in all respects material to its analyses:

        KBW's opinion is not an expression of an opinion as to the prices at which the PacWest common stock will trade following the consummation of the merger.

        In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, First California and PacWest. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the

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value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the First California board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the First California board of directors with respect to the fairness of the consideration.

        The following is a summary of the material analyses presented by KBW to the First California board of directors on November 6, 2012, in connection with its fairness opinion. The summary is not a complete description of the analyses underlying the KBW opinion or the presentation made by KBW to the First California board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

        Selected Companies Analysis.    Using publicly available information, KBW compared the financial performance, financial condition and market performance of First California and PacWest to the following publicly traded banks with assets between $1.0 billion and $10.0 billion headquartered in the Western region (includes the states of AK, AZ, CA, CO, HI, ID, MT, NM, NV, OR, UT, WA & WY), excluding merger targets.

Sterling Financial Corporation   Guaranty Bancorp
Glacier Bancorp, Inc.   Washington Banking Company
First Interstate BancSystem, Inc.   Preferred Bank
Western Alliance Bancorporation   Bank of Marin Bancorp
CVB Financial Corp.   Sierra Bancorp
National Bank Holdings Corporation   Heritage Financial Corporation
BBCN Bancorp, Inc.   Heritage Commerce Corp
Columbia Banking System, Inc.   Pacific Continental Corporation
Westamerica Bancorporation   Cascade Bancorp
Central Pacific Financial Corp.   Bridge Capital Holdings
Banner Corporation   Northrim BanCorp, Inc.
Hanmi Financial Corporation   First PacTrust Bancorp, Inc.
Wilshire Bancorp, Inc.   Pacific Premier Bancorp, Inc.
CoBiz Financial Inc.   Pacific Mercantile Bancorp
TriCo Bancshares   Home Federal Bancorp, Inc.

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        To perform this analysis, KBW used financial information for the three month period ended September 30, 2012, if available, otherwise for the three month period ended June 30, 2012 and market price information as of November 2, 2012. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in First California's and PacWest's historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

        KBW's analysis showed the following concerning First California's and PacWest's financial performance:

 
  First
California
  PacWest   First
California
Peer Group
Minimum
  First
California
Peer Group
Maximum
 

Return on Average Assets

    0.70 %   1.16 %   -0.56 %   5.97 %

Return on Average Equity

    5.89 %   11.16 %   -2.86 %   51.68 %

Net Interest Margin

    3.91 %   5.58 %   3.02 %   5.52 %

Efficiency Ratio

    68.4 %   56.5 %   43.7 %   111.0 %

 
  First
California
  PacWest   First
California
Peer Group
Minimum
  First
California
Peer Group
Maximum
 

Tangible Common Equity / Tangible Assets

    7.18 %   8.98 %   7.16 %   18.54 %

Total Capital Ratio

    17.18 %   16.18 %   11.94 %   24.63 %

Loans / Deposits

    73.4 %   76.2 %   45.3 %   100.4 %

Loan Loss Reserves / Loans

    1.55 %   2.74 %   0.89 %   4.54 %

Nonperforming Assets(1) / Loans + OREO

    3.58 %   5.92 %   1.35 %   9.85 %

Net Charge-Offs / Average Loans(2)

    0.23 %   0.14 %   -0.83 %   2.83 %

(1)
Includes performing TDRs

(2)
Annualized. Excludes covered loans from FDIC-assisted acquisitions if applicable

        KBW's analysis showed the following concerning First California's and PacWest's market performance:

 
  First
California
  PacWest   First
California
Peer Group
Minimum
  First
California
Peer Group
Maximum
 

Stock Price Performance: % of One Year High

    90.6 %   87.6 %   74.5 %   98.8 %

Stock Price Performance: % One Year Price Change

    103.6 %   28.5 %   -10.3 %   123.3 %

Stock Price / Book Value per Share

    0.93x     1.43x     0.86x     2.13x  

Stock Price / Tangible Book Value per Share

    1.43x     1.71x     0.88x     2.88x  

Stock Price / LTM EPS

    17.7x     16.3x     3.5x     24.8x  

Dividend Yield

    0.00 %   3.22 %   0.00 %   4.54 %

        Selected Transactions Analysis.    KBW reviewed publicly available information related to selected acquisitions of banks and bank holding companies nationwide that were announced after December 31,

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2010, with announced aggregate transaction values between $100 million and $500 million. The transactions included in the group were:

Acquiror
  Acquiree
NBT Bancorp, Inc.   Alliance Financial Corporation
Oriental Financial Group Inc.   BBVA's Puerto Rico operations
Investors Bancorp, Inc. (MHC)   Marathon Banking Corporation
Cadence Bancorp, LLC   Encore Bancshares, Inc.
Susquehanna Bancshares, Inc.   Tower Bancorp, Inc.
Valley National Bancorp   State Bancorp, Inc.
Brookline Bancorp, Inc.   Bancorp Rhode Island, Inc.
IBERIABANK Corporation   Cameron Bancshares, Inc.
Industrial and Commercial Bank of China Limited   Bank of East Asia (USA), N.A.

        Transaction multiples for the merger were derived from an offer price of $8.00 per share for First California. For each transaction referred to above, KBW derived and compared, among other things, the implied ratio of price per common share paid for the acquired company to:

        The results of the analysis are set forth in the following table:

Transaction Price to:
  PacWest / First
California
Merger
  Recent
Transactions
Minimum
  Recent
Transactions
Maximum
 

LTM EPS

    21.1x     13.8x     47.6x  

Tangible Book Value

    170 %   103 %   240 %

Core Deposit Premium

    7.6 %   0.6 %   21.1 %

1-Day Market Premium(1)

    19.0 %   22.4 %   57.1 %

1-Month Market Premium(2)

    15.1 %   32.4 %   58.5 %

(1)
Based on First California's stock price of $6.72 on 11/2/2012

(2)
Based on First California's stock price of $6.95 on 10/2/2012

        No company or transaction used as a comparison in the above analysis is identical to First California, PacWest or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies.

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        Relative Contribution Analysis.    KBW performed a relative contribution analysis that combined balance sheet, income statement and market value information of First California and PacWest. The results of the analysis are set forth in the following table:

 
  PacWest
Percent
  First
California
Percent
 

Balance Sheet(1)

             

Assets

   
73.6

%
 
26.4

%

Gross Loans

    75.7 %   24.3 %

Deposits

    75.0 %   25.0 %

Tangible Equity

    74.9 %   25.1 %

Tangible Common Equity

    78.0 %   22.0 %

Income Statement(2)

             

Net Income to Parent

   
82.3

%
 
17.7

%

Net Income to Common

    83.1 %   16.9 %

Market Value(3)

   
81.0

%
 
19.0

%

Pro Forma Ownership

    78.0 %   22.0 %

(1)
As of September 30, 2012

(2)
For the three months ended September 30, 2012

(3)
Based on stock prices on November 2, 2012

        Financial Impact Analysis.    KBW performed pro forma merger analyses that combined projected income statement and balance sheet information of First California and PacWest. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of PacWest. In the course of this analysis, KBW used earnings estimates for First California for 2013 from First California management. For PacWest, KBW used estimated earnings of $68.4 million, or $1.83 per share, based on mean Wall Street estimates for 2013 as of November 2, 2012. This analysis indicated that the merger is expected to be accretive to the consensus street estimated earnings per share in 2013 for PacWest. The analysis also indicated that the merger is expected to be dilutive to tangible book value per share for PacWest and that the capital ratios for PacWest would be reduced but well capitalized. For all of the above analyses, the actual results achieved by PacWest following the merger will vary from the projected results, and the variations may be material.

        Discounted Cash Flow Analysis.    KBW performed a discounted cash flow analysis to estimate a range of the present values of after-tax cash flows that First California could provide to equity holders through 2017 on a stand-alone basis. In performing this analysis, KBW used earnings estimates for First California for 2012 to 2018 from First California management, applying discount rates ranging from 12.0% to 14.0%. The range of values was determined by adding (1) the present value of projected cash flows to First California shareholders from 2012 to 2017 and (2) the present value of the terminal value of First California's common stock, applying multiples ranging from 10.0 times to 14.0 times 2018 forecasted earnings. This resulted in a range of values of First California from $5.95 to $9.04 per share. The discounted cash flow present value analysis is a widely used valuation methodology that relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of First California.

        The First California board of directors retained KBW as financial adviser to First California regarding the merger. As part of its investment banking business, KBW is continually engaged in the

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valuation of bank and bank holding company securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its business as a broker-dealer, KBW may, from time to time, purchase securities from, and sell securities to, First California and PacWest. As a market maker in securities KBW may from time to time have a long or short position in, and buy or sell, debt or equity securities of First California and PacWest for KBW's own account and for the accounts of its customers. To the extent KBW held any such positions, it was disclosed to First California.

        First California and KBW entered into an agreement relating to the services to be provided by KBW in connection with the merger. First California agreed to pay KBW a cash fee of $250,000 concurrently with the rendering of its opinion. Pursuant to the KBW engagement agreement, First California agreed to pay KBW a cash fee equal to 1.25% of the aggregate consideration offered in the merger to be paid at the time of closing of the merger. In addition, First California also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention up to $100,000 and to indemnify against certain liabilities, including liabilities under the federal securities laws. During the two years preceding the date of its opinion to First California, KBW provided investment banking services to First California for which it received customary compensation of approximately $450,000 in the aggregate.


Recommendation of the PacWest Board of Directors and Reasons for the Merger

        In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its stockholders approve the PacWest Merger proposal, the PacWest board of directors consulted with PacWest management, as well as its financial and legal advisors, and considered a number of factors, including the following material factors:

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        The foregoing discussion of the information and factors considered by the PacWest board of directors is not intended to be exhaustive, but includes the material factors considered by the PacWest board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the PacWest board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The PacWest board of directors considered all these factors as a whole, including discussions with, and questioning of, PacWest's management and PacWest's financial and legal advisors, and overall considered the factors to be favorable to, and to support its determination to approve entry into the merger agreement.

        For the reasons set forth above, the PacWest board of directors determined that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of PacWest common stock in connection with the merger, are advisable and in the best interests of PacWest and its stockholders, and approved the merger agreement and the transactions contemplated by it. The PacWest board of directors recommends that the PacWest stockholders vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate).

        Each of the directors of PacWest has entered into a voting and support agreement with PacWest and First California, pursuant to which they have agreed to vote "FOR" the PacWest Merger proposal and "FOR" the PacWest Adjournment proposal (if necessary or appropriate). For more information regarding the voting and support agreements, please see the section entitled "The Merger Agreement—Voting and Support Agreements" beginning on page 106.


Opinion of PacWest's Financial Advisor

        By letter dated January 19, 2012, PacWest retained Sandler O'Neill & Partners, L.P., which we refer to as Sandler O'Neill, to issue a fairness opinion to the PacWest board of directors in connection with its consideration of a possible business combination of PacWest with First California. Sandler O'Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O'Neill is regularly

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engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        Sandler O'Neill provided a fairness opinion to the PacWest board of directors in connection with the proposed transaction. At the November 4, 2012 meeting at which the PacWest board of directors considered and approved the merger agreement, Sandler O'Neill delivered to the board its oral opinion, which was subsequently confirmed in writing, that, as of such date, the exchange ratio was fair to PacWest from a financial point of view. The full text of Sandler O'Neill's opinion is attached as Appendix F to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of PacWest common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

        Sandler O'Neill's opinion speaks only as of the date of the opinion. The opinion was directed to the PacWest board of directors and is directed only to the fairness of the exchange ratio to PacWest from a financial point of view. It does not address the underlying business decision of PacWest to engage in the merger or any other aspect of the merger and is not a recommendation to any holder of PacWest common stock as to how such holder of PacWest common stock should vote at the special meeting with respect to the merger or any other matter.

        In connection with rendering its opinion dated November 4, 2012, Sandler O'Neill reviewed and considered, among other things:

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        Sandler O'Neill also discussed with certain members of the senior management of PacWest the independent business, financial condition, results of operations and prospects of both PacWest and First California respectively.

        In performing its reviews and analyses and in rendering its opinion, Sandler O'Neill relied upon the accuracy and completeness of all of the financial and other information that was available to Sandler O'Neill from public sources, that was provided to Sandler O'Neill by PacWest or First California or their respective representatives or that was otherwise reviewed by Sandler O'Neill. Sandler O'Neill further relied on the assurances of the senior management of PacWest that it was not aware of any facts or circumstances that would make any of such information inaccurate or misleading in any material respect. Sandler O'Neill did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of PacWest or First California or any of their subsidiaries. Sandler O'Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of PacWest or First California or the combined entity after the merger and Sandler O'Neill did not review any individual credit files relating to PacWest or First California.

        With respect to the independent publicly available mean analyst earnings estimates and long-term growth rate projections for PacWest and First California used by Sandler O'Neill in its analyses, senior management of PacWest confirmed to Sandler O'Neill that those projections reflected the best currently available estimates and judgments received by Sandler O'Neill and used in its analysis which was prepared and/or reviewed with the senior management of PacWest. With respect to the purchase accounting adjustments, expected cost savings and other synergies determined by the senior management of PacWest, such management confirmed that they reflected the best currently available estimates. Sandler O'Neill expressed no opinion as to such financial projections or estimates or the assumptions on which they were based. Sandler O'Neill has also assumed that there has been no material change in the assets, financial condition, results of operations, business or prospects of PacWest or First California since the date of the most recent financial data made available to Sandler O'Neill.

        Sandler O'Neill assumed in all respects material to its analysis that PacWest and First California would remain as going concerns for all periods relevant to Sandler O'Neill's analyses. Finally, Sandler O'Neill has expressed no opinion as to any legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

        Sandler O'Neill's opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Sandler O'Neill as of, the date of its opinion. Events occurring after the date thereof could materially affect its views. Sandler O'Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date of its opinion.

        In rendering its fairness opinion, Sandler O'Neill performed a variety of financial analyses. The following is a summary of the material analyses performed by Sandler O'Neill, but is not a complete description of all the analyses underlying Sandler O'Neill's opinion. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O'Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. In addition, no

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company included in Sandler O'Neill's comparative analyses described below is identical to PacWest or First California and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of PacWest and First California and the companies to which they are being compared.

        In performing its analyses, Sandler O'Neill also made assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of PacWest, First California and Sandler O'Neill. The analyses performed by Sandler O'Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O'Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the PacWest board of directors at the PacWest board of directors' November 4, 2012 meeting. Estimates of the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O'Neill's analyses do not necessarily reflect the value of PacWest's or First California's common stock or the prices at which PacWest's or First California's common stock may be sold at any time. The analyses of Sandler O'Neill and its opinion were among a number of factors taken into consideration by PacWest's board of directors in making its determination to approve of PacWest's entry into the merger agreement and the analyses described below should not be viewed as determinative of the decision PacWest's board of directors or management with respect to the fairness of the merger. For a more complete description of PacWest's reasons for the merger and the recommendations of the PacWest board of directors, please see the section entitled "Recommendation of the PacWest Board of Directors and Reasons for the Merger" beginning on page 68.

        In arriving at its opinion, Sandler O'Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, it made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O'Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinions; rather, Sandler O'Neill made its determination as to the fairness of the exchange ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

        Sandler O'Neill reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of First California common stock owned by a First California stockholder will be converted into the right to receive a fraction of a share of PacWest common stock. The exchange ratio—or the fraction of a PacWest share to be exchanged for each First California share—will be based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. If the average share price of PacWest common stock is more than $20.00 and less than $27.00, the exchange ratio will equal an amount calculated by dividing $8.00 by the average share price. If the average share price of PacWest common stock is equal to or greater than $27.00, the exchange ratio will equal 0.2963. If the average share price of PacWest common stock is less than or equal to $20.00, the exchange ratio will equal 0.4000. For a more detailed description, please see the section entitled "The Merger—Terms of the Merger—Merger Consideration" beginning on page 50.

        Based upon the $22.35 closing price for PacWest common stock as of November 2, 2012, Sandler O'Neill calculated an exchange ratio of 0.3579 PacWest shares in exchange for each First California

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share, resulting in the issuance of 10,295,019 PacWest shares to First California holders, for an implied aggregate transaction value of $230.8 million(1). Based upon financial information as of or for the twelve-month period ended September 30, 2012 and the closing price for PacWest common stock as of November 2, 2012, Sandler O'Neill calculated the following transaction ratios:

Transaction Value(1) / Book Value:

    111 %

Transaction Value / Tangible Book Value:

    170 %

Transaction Value / Last Twelve Months' Earnings Per Share:

    21.1x  

Transaction Value / Mean Estimated 2012 Earnings Per Share(2):

    20.0x  

Transaction Value / Mean Estimated 2013 Earnings Per Share(2):

    16.3x  

Transaction Value / Mean Estimated 2014 Earnings Per Share(2):

    15.1x  

Tangible Book Premium to Core Deposits(3):

    7.2 %

Transaction Value / First California Stock Price (Nov. 2, 2012):

    19.0 %

Transaction Value / First California Stock Price Before Announcement of Initial Proposal (May 8, 2012):

    42.6 %

(1)
Based on 29,220,271 shares of First California common stock outstanding (as of September 30, 2012) plus 342,164 shares of First California common stock issuable upon conversion of First California Series A Preferred Stock (as of October 31, 2012) less 1,094,231 shares of First California common stock already owned by PacWest plus 293,626 shares of First California common stock reserved for issuance by First California as deal consideration in its acquisition of Premier Service Bank; 287,248 First California in-the-money stock options outstanding with a weighted-average strike price of $5.67 per share

(2)
Earnings per share estimates based on mean analyst estimates

(3)
Tangible book premium to core deposits = (Transaction Value - Tangible Common Equity) / (Core Deposits). Excludes Jumbo CDs.

        Sandler O'Neill used publicly available information to compare selected financial information for PacWest and a group of financial institutions as selected by Sandler O'Neill and listed below. The PacWest peer group consisted of NASDAQ or NYSE-traded banks headquartered in California, Oregon, Washington or Arizona with assets as of the most recently reported period between $2 billion and $30 billion. The PacWest peer group excluded thrifts, merger targets and niche-focused banks.

Banner Corporation   TriCo Bancshares
City National Corporation   Umpqua Holdings Corporation
Columbia Banking System, Inc.   Westamerica Bancorporation
CVB Financial Corp.   Western Alliance Bancorporation
Sterling Financial Corporation    

        The analysis compared publicly available financial information for PacWest and the mean and median financial and market trading data for the PacWest peer group as of or for the most recently reported period with pricing data as of November 2, 2012. The table below sets forth the data for PacWest and the mean and median data for the PacWest peer group.

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Comparable Company Analysis

 
  PacWest   Comparable
Group Mean
  Comparable
Group Median
 

Total Assets (in millions)

  $ 5,539   $ 8,614   $ 6,321  

Last Twelve Months' Cost of Deposits

    0.31 %   0.29 %   0.22 %

Last Twelve Months' Fully-Taxable Equivalent Net Interest Margin

    5.46 %   4.40 %   4.17 %

Last Twelve Months' Core Noninterest Expense divided by Average Assets(1)

    3.68 %   3.04 %   3.27 %

Last Twelve Months' Return on Average Assets

    0.93 %   1.38 %   0.99 %

Last Twelve Months' Return on Average Tangible Equity(2)

    11.43 %   14.84 %   10.34 %

Non-Performing Assets / Total Assets(3)

    1.34 %   2.43 %   2.03 %

Texas Ratio(3)

    12.63 %   22.93 %   16.27 %

Tangible Equity / Tangible Assets

    8.98 %   9.88 %   9.59 %

Tier 1 Leverage Ratio

    10.26 %   10.78 %   11.37 %

Market Capitalization (in millions)

  $ 852   $ 1,141   $ 1,155  

Price / Tangible Book Value

    174 %   155 %   132 %

Price / Last Twelve Months' Earnings Per Share

    16.6x     13.4x     14.4x  

Price / Estimated 2012 Earnings Per Share

    12.3x     12.6x     13.8x  

Price / Estimated 2013 Earnings Per Share

    11.9x     13.7x     13.3x  

Price / Estimated 2014 Earnings Per Share

    11.3x     12.6x     12.2x  

Dividend Yield

    3.2 %   2.0 %   2.2 %

Three-Month Total Stock Return

    3.1 %   7.8 %   5.0 %

One-Year Total Stock Return

    40.9 %   32.8 %   25.5 %

(1)
Core Noninterest Expense excludes any nonrecurring items.

(2)
Intangible asset amortization excluded from net income (assuming a 35% tax rate).

(3)
Non-performing assets used in the Non-Performing Assets / Total Assets and Texas Ratio ratios are based on reported non-covered non-performing assets for PacWest and are based on both non-covered non-performing assets and non-performing assets covered by any existing FDIC loss-share arrangements for the PacWest peer group.

        Sandler O'Neill used publicly available information to compare selected financial information for First California and a group of financial institutions as selected by Sandler O'Neill and listed below. The First California peer group consisted of NASDAQ or NYSE-traded banks headquartered in California with assets as of the most recently reported period between $1 billion and $10 billion and non-performing assets to total assets ratio less than 6.0%. The First California peer group excluded thrifts, merger targets and niche-focused banks.

Bank of Marin Bancorp   Pacific Premier Bancorp, Inc.
CVB Financial Corp.   PacWest Bancorp
Heritage Commerce Corp   TriCo Bancshares
Heritage Oaks Bancorp   Westamerica Bancorporation

        The analysis compared publicly available financial information for First California and the mean and median financial and market trading data for the First California peer group as of or for the most recently reported period with pricing data as of November 2, 2012. The table below sets forth the data for First California and the mean and median data for the First California peer group.

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Comparable Company Analysis

 
  First
California
  Comparable
Group Mean
  Comparable
Group Median
 

Total Assets (in millions)

  $ 1,991   $ 3,022   $ 1,975  

Last Twelve Months' Cost of Deposits

    0.37 %   0.30 %   0.24 %

Last Twelve Months' Fully-Taxable Equivalent Net Interest Margin

    4.02 %   4.60 %   4.55 %

Last Twelve Months' Core Noninterest Expense divided by Average Assets(1)

    2.90 %   2.97 %   2.94 %

Last Twelve Months' Return on Average Assets

    0.64 %   1.17 %   1.17 %

Last Twelve Months' Return on Average Tangible Equity(2)

    8.85 %   12.71 %   11.73 %

Non-Performing Assets / Total Assets(3)

    2.96 %   2.52 %   2.11 %

Texas Ratio(3)

    37.85 %   23.71 %   18.38 %

Tangible Equity / Tangible Assets

    7.18 %   9.68 %   9.54 %

Tier 1 Leverage Ratio

    10.00 %   10.41 %   10.14 %

Market Capitalization (in millions)

  $ 196   $ 507   $ 232  

Price / Tangible Book Value

    143 %   156 %   131 %

Price / Last Twelve Months' Earnings Per Share

    17.7x     14.3x     13.6x  

Price / Estimated 2012 Earnings Per Share

    16.8x     13.9x     13.1x  

Price / Estimated 2013 Earnings Per Share

    13.6x     13.1x     12.2x  

Price / Estimated 2014 Earnings Per Share

    12.6x     12.5x     11.7x  

Dividend Yield

    0.0 %   1.7 %   2.1 %

Three-Month Total Return

    (0.4 %)   4.6 %   1.3 %

One-Year Total Return

    103.6 %   30.4 %   25.9 %

(1)
Core Noninterest Expense excludes any non-recurring items.

(2)
Intangible asset amortization excluded from net income (assuming a 35% tax rate).

(3)
Non-performing assets used in the Non-Performing Assets / Total Assets and Texas Ratio ratios include non-performing assets covered by any existing FDIC loss-share arrangement.

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        Sandler O'Neill reviewed the history of the publicly reported trading prices of PacWest's common stock for the one-year and three-year periods ended November 2, 2012. Sandler O'Neill then compared the relationship between the movements in the price of PacWest's common stock against the movements in the prices of PacWest's peer group (as described on page 73), S&P 500 Index and NASDAQ Bank Index.


PacWest's One-Year Stock Performance

 
  Beginning Index Value
November 2, 2011
  Ending Index Value
November 2, 2012
 

PacWest

    100 %   129 %

PacWest Peer Group

    100 %   119 %

S&P 500 Index

    100 %   114 %

NASDAQ Bank Index

    100 %   119 %


PacWest's Three-Year Stock Performance

 
  Beginning Index Value
November 2, 2009
  Ending Index Value
November 2, 2012
 

PacWest

    100 %   135 %

PacWest Peer Group

    100 %   117 %

S&P 500 Index

    100 %   136 %

NASDAQ Bank Index

    100 %   118 %

        Sandler O'Neill reviewed the history of the publicly reported trading prices of First California's common stock for the one-year and three-year periods ended November 2, 2012. Sandler O'Neill then compared the relationship between the movements in the price of First California's common stock against the movements in the prices of First California's peer group (as described on page 74), S&P 500 Index and NASDAQ Bank Index.

First California's One Year Stock Performance

 
  Beginning Index Value
November 2, 2011
  Ending Index Value
November 2, 2012
 

First California

    100 %   204 %

First California Peer Group

    100 %   113 %

S&P 500 Index

    100 %   114 %

NASDAQ Bank Index

    100 %   119 %

First California's Three Year Stock Performance

 
  Beginning Index Value
November 2, 2009
  Ending Index Value
November 2, 2012
 

First California

    100 %   165 %

First California Peer Group

    100 %   119 %

S&P 500 Index

    100 %   136 %

NASDAQ Bank Index

    100 %   118 %

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        Sandler O'Neill performed an analysis that estimated the net present value per share of PacWest common stock under various circumstances. The analysis assumed that PacWest performed in accordance with the publicly available mean analyst earnings estimates for the years ending December 31, 2012 through December 31, 2014 ($1.78 in 2012, $1.89 in 2013 and $1.99 in 2014) and publicly available estimated long-term earnings growth rate for the years thereafter (10%), as well as projected dividend payments (annual common dividends of $1.00 per share), as discussed with senior management of PacWest.

        To approximate the terminal value of PacWest common stock at December 31, 2016, Sandler O'Neill applied price to earnings multiples ranging from 10.0x to 20.0x and multiples of tangible book value ranging from 100% to 225%. The terminal values were then discounted to present values using discount rates ranging from 7.0% to 14.5% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of PacWest common stock.

        As illustrated in the following tables, the analysis indicates an imputed range of values per share of PacWest common stock of $16.58 to $39.73 when applying multiples of earnings to the applicable amounts indicated in the PacWest projections and $12.84 to $33.01 when applying multiples of tangible book value to the applicable amounts indicated in the PacWest projections.


Earnings Per Share Multiples

Discount Rate
  10.0x   12.0x   14.0x   16.0x   18.0x   20.0x  
    7.0
%
$ 21.65   $ 25.27   $ 28.88   $ 32.50   $ 36.12   $ 39.73  
    8.5
%
$ 20.49   $ 23.90   $ 27.31   $ 30.72   $ 34.12   $ 37.53  
  10.0
%
$ 19.41   $ 22.63   $ 25.84   $ 29.06   $ 32.27   $ 35.49  
  11.5
%
$ 18.40   $ 21.44   $ 24.47   $ 27.51   $ 30.54   $ 33.58  
  13.0
%
$ 17.46   $ 20.33   $ 23.20   $ 26.07   $ 28.93   $ 31.80  
  14.5
%
$ 16.58   $ 19.30   $ 22.01   $ 24.72   $ 27.43   $ 30.14  


Tangible Book Value Multiples

Discount Rate
  100%   125%   150%   175%   200%   225%  
    7.0
%
$ 16.66   $ 19.93   $ 23.20   $ 26.47   $ 29.74   $ 33.01  
    8.5
%
$ 15.79   $ 18.87   $ 21.95   $ 25.04   $ 28.12   $ 31.20  
  10.0
%
$ 14.97   $ 17.88   $ 20.79   $ 23.70   $ 26.61   $ 29.51  
  11.5
%
$ 14.21   $ 16.96   $ 19.70   $ 22.45   $ 25.19   $ 27.94  
  13.0
%
$ 13.50   $ 16.10   $ 18.69   $ 21.29   $ 23.88   $ 26.47  
  14.5
%
$ 12.84   $ 15.29   $ 17.75   $ 20.20   $ 22.65   $ 25.10  

        Sandler O'Neill also considered and discussed with the PacWest board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O'Neill performed a similar analysis assuming PacWest net income varied from 15% above projections to 15% below projections. This analysis resulted in the following range of per share values for PacWest common stock, using the same price to earnings multiples of 10.0x to 20.0x and a discount rate of 10.0%.

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Earnings Per Share Multiples

Annual Budget
Variance
  10.0x   12.0x   14.0x   16.0x   18.0x   20.0x  
  (15.0
)%
$ 17.00   $ 19.73   $ 22.47   $ 25.20   $ 27.93   $ 30.66  
  (10.0
)%
$ 17.81   $ 20.70   $ 23.59   $ 26.48   $ 29.38   $ 32.27  
    (5.0
)%
$ 18.61   $ 21.66   $ 24.72   $ 27.77   $ 30.82   $ 33.88  
      0.0
%
$ 19.41   $ 22.63   $ 25.84   $ 29.06   $ 32.27   $ 35.49  
      5.0
%
$ 20.22   $ 23.59   $ 26.97   $ 30.34   $ 33.72   $ 37.09  
    10.0
%
$ 21.02   $ 24.56   $ 28.09   $ 31.63   $ 35.16   $ 38.70  
    15.0
%
$ 21.82   $ 25.52   $ 29.22   $ 32.91   $ 36.61   $ 40.31  

        Sandler O'Neill also performed an analysis that estimated the net present value per share of First California common stock under various circumstances. The analysis assumed that First California performed in accordance with publicly available mean analyst earnings estimates for First California for the years ending December 31, 2012 through December 31, 2014 ($0.40 in 2012, $0.49 in 2013 and $0.53 in 2014) and publicly available estimated long-term earnings growth rate for the years thereafter (8%), as well as projected dividend payments (no common dividends paid), as discussed with senior management of PacWest.

        To approximate the terminal value of First California common stock at December 31, 2016, Sandler O'Neill applied price to earnings multiples ranging from 10.0x to 20.0x and multiples of tangible book value ranging from 100% to 225%. The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 14.5% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of First California common stock.

        As illustrated in the following tables, the analysis indicates an imputed range of values per share of First California common stock of $3.52 to $9.38 when applying earnings multiples to the applicable amounts indicated in the First California projections and $4.11 to $12.32 when applying multiples of tangible book value to the applicable amounts indicated in the First California projections.


Earnings Per Share Multiples

Discount Rate
  10.0x   12.0x   14.0x   16.0x   18.0x   20.0x  
    7.0
%
$ 4.69   $ 5.63   $ 6.56   $ 7.50   $ 8.44   $ 9.38  
    8.5
%
$ 4.42   $ 5.30   $ 6.19   $ 7.07   $ 7.95   $ 8.84  
  10.0
%
$ 4.17   $ 5.00   $ 5.84   $ 6.67   $ 7.50   $ 8.34  
  11.5
%
$ 3.94   $ 4.72   $ 5.51   $ 6.30   $ 7.08   $ 7.87  
  13.0
%
$ 3.72   $ 4.46   $ 5.21   $ 5.95   $ 6.69   $ 7.44  
  14.5
%
$ 3.52   $ 4.22   $ 4.92   $ 5.62   $ 6.33   $ 7.03  

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Tangible Book Value Multiples

Discount Rate
  100%   125%   150%   175%   200%   225%  
    7.0
%
$ 5.48   $ 6.85   $ 8.22   $ 9.58   $ 10.95   $ 12.32  
    8.5
%
$ 5.16   $ 6.45   $ 7.74   $ 9.03   $ 10.32   $ 11.61  
  10.0
%
$ 4.87   $ 6.09   $ 7.30   $ 8.52   $ 9.74   $ 10.96  
  11.5
%
$ 4.60   $ 5.75   $ 6.90   $ 8.04   $ 9.19   $ 10.34  
  13.0
%
$ 4.34   $ 5.43   $ 6.51   $ 7.60   $ 8.69   $ 9.77  
  14.5
%
$ 4.11   $ 5.13   $ 6.16   $ 7.19   $ 8.21   $ 9.24  

        Sandler O'Neill also considered and discussed with the PacWest board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O'Neill performed a similar analysis assuming First California net income varied from 15% above projections to 15% below projections. This analysis resulted in the following range of per share values for First California common stock, using the same price to earnings multiples of 10.0x to 20.0x and a discount rate of 10.0%:


Earnings Per Share Multiples

Annual Budget
Variance
  10.0x   12.0x   14.0x   16.0x   18.0x   20.0x  
  (15.0
)%
$ 3.54   $ 4.25   $ 4.96   $ 5.67   $ 6.38   $ 7.09  
  (10.0
)%
$ 3.75   $ 4.50   $ 5.25   $ 6.00   $ 6.75   $ 7.50  
    (5.0
)%
$ 3.96   $ 4.75   $ 5.54   $ 6.34   $ 7.13   $ 7.92  
      0.0
%
$ 4.17   $ 5.00   $ 5.84   $ 6.67   $ 7.50   $ 8.34  
      5.0
%
$ 4.38   $ 5.25   $ 6.13   $ 7.00   $ 7.88   $ 8.75  
    10.0
%
$ 4.59   $ 5.50   $ 6.42   $ 7.34   $ 8.25   $ 9.17  
    15.0
%
$ 4.79   $ 5.75   $ 6.71   $ 7.67   $ 8.63   $ 9.59  

        Sandler O'Neill reviewed a group of comparable mergers and acquisitions which included seven transactions announced between January 1, 2012 and November 2, 2012 involving nationwide banks and thrifts with target assets greater than $1 billion and non-performing assets to total assets ratio at announcement of less than 3% (excluding merger of equals transactions). The transaction group was composed of the following transactions:

        Sandler O'Neill reviewed the following multiples: transaction price to book value, transaction price to tangible book value, transaction price to last twelve months' earnings per share, transaction price to estimated current year earnings per share, tangible book premium to core deposits and transaction price to seller's stock price two days before transaction announcement. As illustrated in the following

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table, Sandler O'Neill compared the proposed merger multiples to the median multiples of comparable transaction groups.

 
  PacWest /
First California
  Median
Nationwide
Transactions
  Mean
Nationwide
Transactions
 

Transaction Value(1) /

                   

Book Value Per Share:

    111 %   157 %   142 %

Tangible Book Value Per Share:

    170 %   206 %   180 %

Last Twelve Months' Earnings Per Share:

    21.1x     19.1x     18.1x  

Mean Estimated Current Year Earnings Per Share(2):

    20.0x     16.9x     15.7x  

Mean Estimated 2013 Earnings Per Share(2):

    16.3x          

Mean Estimated 2014 Earnings Per Share(2):

    15.1x          

Tangible Book Premium to Core Deposits(3):

    7.2 %   12.4 %   10.3 %

First California Stock Price (Nov. 2, 2012):

    19.0 %   35.9 %   43.9 %

First California Stock Price Before Announcement of Initial Proposal (May 8, 2012):

    42.6 %        

(1)
Based on 29,220,271 shares of First California common stock outstanding (as of September 30, 2012) plus 342,164 shares of First California common stock issuable upon conversion of First California Series A Preferred Stock (as of October 31, 2012) less 1,094,231 shares of First California common stock already owned by PacWest plus 293,626 shares of First California common stock reserved for issuance by First California as deal consideration in its acquisition of Premier Service Bank; 287,248 First California in-the-money stock options outstanding with a weighted-average strike price of $5.67 per share

(2)
Earnings per share estimates based on mean analyst estimates

(3)
Core Deposit Premium = (Transaction Value - Tangible Common Equity) / (Core Deposits). Excludes Jumbo CDs.

        Sandler O'Neill analyzed certain potential pro forma effects of the merger, assuming the following: (1) the merger closes on March 31, 2013; (2) aggregate consideration value of $230.8 million, based on PacWest's closing stock price on November 2, 2012 of $22.35; (3) PacWest would be able to achieve cost savings of approximately $31.8 million in the first full year following the merger based on First California's annualized YTD 9/30/12 core noninterest expense base; (4) pretax transaction costs and expenses would total approximately $24.1 million; (5) a core deposit intangible of approximately $14.1 million (amortized straight-line for seven years); (6) pretax opportunity cost of cash of approximately 2.8%; (7) PacWest's future performance was calculated in accordance with publicly available mean analyst earnings estimates for the years ending December 31, 2012 through December 31, 2014 and publicly available estimated long-term earnings growth rate for the years thereafter, as well as projected dividend payments, as discussed with PacWest senior management; (8) First California's future performance was calculated in accordance with publicly available mean analyst earnings estimates for the years ending December 31, 2012 through December 31, 2014 and publicly available estimated long-term earnings growth rate for the years thereafter as discussed with PacWest senior management; and (9) various purchase accounting adjustments, including a mark-to-market adjustment on First California's loan portfolio, securities portfolio, fixed assets, FDIC receivable, other real estate owned, stated maturity deposits, FHLB borrowings and other borrowings as provided by PacWest senior management. The foregoing assumptions were made for solely the purpose of Sandler O'Neill's analysis and none of PacWest, First California or Sandler O'Neill expresses any opinion regarding the reasonableness of such assumptions.

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        The analyses indicated that as of a hypothetical closing of March 31, 2013, the merger would maintain PacWest's regulatory capital ratios in excess of the regulatory guidelines for "well capitalized" status. Sandler O'Neill also analyzed the pro forma effects of the merger in two additional cases: (1) assuming that the PacWest average closing price was equal to $20.00 and (2) assuming that the PacWest average closing price was equal to $27.00. Each analysis indicated that for the year ending December 31, 2013, the merger (excluding transaction expenses) would be accretive to PacWest's projected earnings per share and, as of a hypothetical closing of March 31, 2013, the merger would be dilutive to PacWest's tangible book value per share. The actual results achieved by the combined company, however, may vary from projected results and the variations may be material.

        Sandler O'Neill issued a fairness opinion to PacWest's board of directors in connection with the merger and received a fee associated with the delivery of its fairness opinion which became payable at the time Sandler O'Neill rendered its fairness opinion. PacWest has also agreed to reimburse Sandler O'Neill's reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Sandler O'Neill and its affiliates and their respective partners, directors, officers, employee and agents against certain expenses and liabilities, including liabilities under applicable federal or state law.

        In the ordinary course of its broker and dealer business, Sandler O'Neill may purchase securities from and sell securities to PacWest and First California and their respective affiliates. Sandler O'Neill may also actively trade the debt securities of PacWest or First California or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. During the past two years, Sandler O'Neill has provided investment banking advisory services to PacWest, for which Sandler O'Neill received customary compensation of approximately $125,000 in the aggregate.


Management and Board of Directors of PacWest After the Merger

        Under the terms of the merger agreement, two individuals will be designated by the board of directors of First California to join the board of directors of PacWest. The designated individuals must be approved by the Compensation, Nominating and Governance Committee of the board of directors of PacWest. PacWest and First California expect to select such individuals shortly prior to the consummation of the transaction.

        The current directors and senior officers of PacWest are currently expected to continue in their current positions. Information about the current PacWest directors and executive officers can be found in the documents listed under the section entitled "Where You Can Find More Information" beginning on page v.


Interests of PacWest Directors and Executive Officers in the Merger

        PacWest's Chairman of the Board, John. M. Eggemeyer, is chief executive officer of Castle Creek Financial, LLC. Pursuant to an agreement, dated May 18, 2011, PacWest retained Castle Creek Financial as its financial advisor and pursuant to the terms of that contract will pay Castle Creek Financial a fee upon the consummation of the merger.

        Castle Creek Financial performed various customary financial advisory services for PacWest in connection with entering into the merger agreement, including assisting PacWest in structuring the financial aspects of the transaction, financial modeling and statistical analysis and assistance in negotiation of the financial terms of the merger agreement. In the event of an acquisition of another financial institution by PacWest for greater than $20 million, the contract under which Castle Creek Financial performs these services provides for a fee of $200,000 plus 0.65% of the amount of the

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transaction value in excess of $20 million, subject to reduction for certain expenses. Castle Creek Financial is also entitled to reimbursement of its reasonable expenses incurred on behalf of PacWest. Pursuant to these terms, PacWest currently estimates that Castle Creek Financial will be paid a fee of approximately $1.3 million, or 0.49% of the transaction value, in connection with the merger (based on the current number of shares of First California common stock outstanding and the current stock price of PacWest common stock) and will receive expense reimbursement that is currently expected to be less than $50,000.


Interests of First California Directors and Executive Officers in the Merger

        In considering the recommendation of the First California board of directors with respect to the merger, First California stockholders should be aware that the executive officers and directors of First California have certain interests in the merger that may be different from, or in addition to, the interests of First California stockholders generally. The First California board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby and making its recommendation that First California stockholders vote to approve the First California Merger proposal. These interests are described in further detail below. Please note that, except as otherwise noted, amounts specified below have been calculated assuming that the merger is consummated on April 1, 2013 and, where applicable, assuming each executive officer experiences a qualifying termination of employment as of April 1, 2013.

Treatment of Outstanding Equity Awards

        Pursuant to the First California's incentive plans and programs, First California equity awards held by its executive officers and directors that are outstanding immediately prior to the closing of the merger will be subject to the following treatment:

        Options.    The merger agreement provides that upon consummation of the merger, each First California stock option then held by each option holder, including each executive officer and director, whether vested or unvested, will be cancelled in exchange for an amount in cash, subject to any required tax withholding, equal to the excess (if any) of $8.00 over the exercise price.

        Restricted Stock.    The merger agreement provides that upon consummation of the merger, each share of First California restricted stock then held by each restricted stock holder, including each executive officer and director, will vest and be converted into the right to receive the merger consideration on the same terms of conversion as First California common stock, subject to any required tax withholding.

        The following table shows, for each executive officer and each director, as applicable, as of December 6, 2012, assuming merger consideration of $8.00 per share, (i) the number of shares of First California common stock subject to vested options held by him or her, (ii) the cash consideration that he or she will receive for such vested First California stock options upon completion of the merger, (iii) the number of shares of First California common stock subject to unvested First California stock options held by him or her, (iv) the cash consideration that he or she will receive for such First California stock options upon completion of the merger, (v) the number of shares of First California common stock subject to First California restricted stock held by him or her, (vi) the value of the merger consideration that he or she will receive for such First California restricted stock upon completion of the merger, (vii) the total consideration he or she will receive for all unvested First

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California equity awards upon completion of the merger, and (viii) the total consideration he or she will receive for all outstanding First California equity awards upon completion of the merger.

Name
  Number
of Shares
Subject to
Vested
Options
(#)
  Cash-Out
Payment
for Vested
Options
($)
  Number
of Shares
Subject to
Unvested
Options
(#)
  Cash-Out
Payment
for
Unvested
Options
($)
  Number
of Shares
Subject to
Restricted
Stock
(#)
  Value of
Merger
Consideration
for Restricted
Stock
($)
  Total
Consideration
for Unvested
Equity
Awards
($)
  Total
Consideration
for
Outstanding
Equity
Awards
($)
 

Executive Officers

                                                 

C. G. Kum

    135,904     22,500     41,490     119,184     233,878     1,871,024     1,990,208     2,012,708  

President and Chief Executive Officer

                                                 

Romolo Santarosa

    36,952     10,000     16,695     47,614     122,194     977,552     1,025,166     1,035,166  

Senior Executive Vice President and Chief Operating Officer/Chief Financial Officer

                                                 

William Schack,

    12,088     22,570     6,392     12,963     81,266     650,128     663,091     685,661  

Executive Vice President and Chief Credit Officer

                                                 

Bradley Brown,

    0     0     0     0     40,000     320,000     320,000     320,000  

Executive Vice President and Chief Audit Executive/Chief Risk Officer

                                                 

Gilbert Dalmau

    0     0     0     0     13,334     106,672     106,672     106,672  

Executive Vice President and Chief Banking Officer

                                                 

Non-Employee Directors

                                                 

Richard Aldridge

    3,581     0     0     0     6,243     49,944     49,944     49,944  

Donald Benson

    0     0     0     0     6,243     49,944     49,944     49,944  

John Birchfield

    3,581     0     0     0     6,243     49,944     49,944     49,944  

Joseph Cohen

    0     0     0     0     6,243     49,944     49,944     49,944  

Robert Gipson

    0     0     0     0     6,243     49,944     49,944     49,944  

Antoinette Hubenette, M.D. 

    0     0     0     0     6,243     49,944     49,944     49,944  

Thomas Tignino

    0     0     0     0     6,243     49,944     49,944     49,944  

Change in Control Agreements and Employment Agreement

        First California has entered into change in control agreements with Messrs. Santarosa, Schack, Brown and Dalmau, and has entered into an employment agreement with Mr. Kum containing similar change in control provisions. These agreements provide that upon a termination of employment within 12 months (18 months in the case of Mr. Kum) following a change in control by First California without "cause" or by the executive for "good reason" (each as defined in the agreements), the executive will receive payment of premiums for the continuation of health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and:

        If the value of the payments and benefits to be received by the executive (whether under these agreements or otherwise) in the context of a change in control would cause him to be subject to excise taxes under Section 4999 of the Internal Revenue Code, the payments will be reduced in an effort to cause there to be no amounts subjected to such taxes, but the amounts will not be reduced by an amount greater than the amount payable under the executive's change in control agreement (or employment agreement, in the case of Mr. Kum).

        The merger will constitute a "change in control" for purposes of the change in control agreements and the employment agreement.

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        The following chart reflects the value of payments which would be due to the executive officers under the change in control agreements and the employment agreement. As noted above, these agreements provide that amounts under the agreement will be cut back if excise taxes under Section 4999 would otherwise apply, and the assumed cash amounts payable to Messrs. Kum and Santarosa have been cut back by $2,154,445 and $ 823,254, respectively, with this cutback reflected in the amounts shown below. In addition, no payment of COBRA premiums will be made to Messrs. Kum and Santarosa.

Executive Officer
  Value of
CIC Agreement
and Employment
Agreement Payments
($)
 

C. G. Kum

     

Romolo Santarosa

     

William Schack

    485,713  

Bradley Brown

    367,233  

Gilbert Dalmau

    502,500  

Salary Continuation Agreements

        Each of Mr. Kum and Mr. Santarosa is party to a salary continuation agreement with First California which provides for monthly payments over a period of years (17 in the case of Mr. Kum and 15 for Mr. Santarosa) upon the retirement of the executive from First California at or after age 65. If the executive's employment is terminated within 12 months following a change in control, then the vesting of the benefit and the payment stream commencement date will be accelerated to the month following the change in control.

        The merger will constitute a "change in control" for purposes of the salary continuation agreements.

        The following chart reflects the present value of payments which would be due to the executive officers under their salary continuation agreements:

Executive Officer
  Value of
Salary Continuation
Agreement Payments
($)
 

C. G. Kum

    2,036,227  

Romolo Santarosa

    1,009,914  

Split Dollar Life Insurance Agreements

        Each of Messrs. Kum and Santarosa is party to a split dollar life insurance agreement with First California, pursuant to which they have each designated a beneficiary. Generally, the executive officer would not be able to designate the beneficiary upon a termination of employment (other than due to death) prior to retirement age. Following a change in control, however, the executive officer will generally be entitled upon termination of employment, even if prior to retirement age, to designate a beneficiary with respect to the death proceeds, although no payments or benefits will accelerate.

        The merger will constitute a "change in control" for purposes of the split dollar agreements.

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        The following chart reflects the present value of coverage to the executive officers under their split dollar life insurance:

Executive Officer
  Present Value of
Split Dollar Benefit
($)
 

C. G. Kum

    812,546  

Romolo Santarosa

    319,496  

Director Fees

        Based on the number of meetings and extent of the work performed by the proposal review committee, each member of that committee (as well as all other non-management members of the First California board of directors, given the ongoing and regular participation at each meeting by the non-management directors who were acting as de facto members of that committee) are entitled to receive $14,000 for his or her service, with the chair of the proposal review committee receiving an additional $10,000.


Merger-Related Compensation for First California's Named Executive Officers

        In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation and benefits that each named executive officer of First California could receive that are based on or otherwise relate to the merger. These amounts have been calculated assuming that the merger is consummated on April 1, 2013 and, where applicable, assuming each named executive officer experiences a qualifying termination of employment as of April 1, 2013. Please see the section entitled "The Merger—Interests of First California Directors and Executive Officers in the Merger" beginning on page 82 for further information about the applicable compensation and benefits. These estimated amounts are based on multiple assumptions that may or may not actually occur, including assumptions described in this joint proxy statement/prospectus. Some of these assumptions are based on information not currently available and, as a result, the actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below.


Golden Parachute Compensation

Named Executive Officer
  Cash
($)(1)
  Equity
($)(2)
  Pension/NQDC
($)(3)
  Perquisites/
Benefits
($)(4)
  Total
($)(5)
 

C. G. Kum

        1,990,208     2,036,227     812,546     4,838,981  

Romolo Santarosa

        1,025,166     1,009,914     319,496     2,354,576  

William Schack

    485,713     663,091         22,032     1,170,836  

Bradley Brown

    367,233     320,000         32,072     719,305  

Gilbert Dalmau

    502,500     106,672         32,072     641,244  

(1)
Cash.
(2)
Equity.

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(3)
Pension/NQDC.
(4)
Perquisites/Benefits
(5)
Total.

Executive Officer
  Single Trigger
($)
  Double Trigger
($)
 

C. G. Kum

    1,990,208     2,848,773  

Romolo Santarosa

    1,025,166     1,329,410  

William Schack

    663,091     507,745  

Bradley Brown

    320,000     399,305  

Gilbert Dalmau

    106,672     534,572  


Regulatory Approvals Required for the Merger

        Completion of the merger and the bank merger are subject to the receipt of all approvals required to complete the transactions contemplated by the merger agreement from the FDIC, the CDFI and the Federal Reserve Board and the expiration of any applicable statutory waiting periods, without certain conditions imposed by any governmental entity as part of a regulatory approval that would reasonably be likely to have material and adverse effects on PacWest and its subsidiaries taken as a whole after giving effect to the merger, which we refer to as a materially burdensome condition. The merger and the bank merger are also subject to the consent of the FDIC to the transfer of the shared-loss agreements between First California and the FDIC without adverse modification or amendment to any such agreements and without payment by or cost to PacWest. Notifications and/or applications requesting approval may also be submitted to various other federal and state regulatory authorities and self-regulatory organizations. PacWest and First California have agreed to use their reasonable best efforts to obtain all required regulatory approvals, and PacWest has agreed to take any and all actions necessary to obtain all required regulatory approvals (other than agreeing to any modification to or payment by PacWest in respect of any loss share agreement with the FDIC). PacWest, First California and/or their respective subsidiaries have filed, or are in the process of filing, applications and notifications to obtain these regulatory approvals.

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        Although we currently believe we should be able to obtain all required regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to PacWest after the completion of the merger or will contain a materially burdensome condition.

        The prior approval of the FDIC will be required under Section 18(c) of the Federal Deposit Insurance Act, which we refer to as the Bank Merger Act, to merge First California Bank with and into Pacific Western Bank. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks party to the bank merger, (3) the banks' effectiveness in combating money-laundering activities and (4) the extent to which the bank merger or mergers would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The FDIC also reviews the performance records of the relevant depository institutions under the Community Reinvestment Act of 1997, which we refer to as CRA, including their CRA ratings. In connection with its review under the Bank Merger Act, the FDIC will provide an opportunity for public comment on the application for the bank merger, and is authorized to hold a public meeting or other proceeding if it determines that would be appropriate.

        Transactions approved by the FDIC generally may not be completed until 30 days after the approval of the FDIC is received, during which time the Department of Justice, which we refer to as the DOJ, may challenge the transaction on antitrust grounds. With the approval of the FDIC and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger's effect on competition differently than the FDIC, and thus it is possible that the DOJ could reach a different conclusion than the FDIC does regarding the merger's effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

        The prior approval of the CDFI will be required under the California Financial Code to merge First California Bank with and into Pacific Western Bank. In reviewing the merger of First California Bank with Pacific Western Bank, the CDFI will take competitive considerations into account, as well as capital adequacy, quality of management and earnings prospects, in terms of both quality and quantity. The CDFI will also take into account the record of performance of the companies and depository institutions concerned in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by such companies and depository institutions. The CDFI will take into account CRA ratings when considering approval of the proposed transaction. In considering the merger, the California Financial Code also requires the CDFI to consider whether the proposed transaction is unfair, unjust or inequitable to the bank being acquired or to its depositors, creditors or shareholders.

        PacWest has submitted to the CDFI a request for exemption from Section 1250 of the California Financial Code dealing with acquisition of control of a California-chartered bank or any corporation controlling a California-chartered bank. If the CDFI does not grant an exemption, then PacWest would be required to obtain prior approval for PacWest to acquire First California and First California Bank. In reviewing the application, the CDFI will take into account the same factors and considerations discussed above in the context of the application to the CDFI to merge the banks.

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        PacWest is a bank holding company under Section 3 of the BHC Act. The primary regulator of PacWest is the Federal Reserve Board. PacWest will be requesting confirmation from the Federal Reserve that no application is required to the Federal Reserve under Section 3 of the BHC Act for the transactions contemplated by the merger agreement. PacWest expects such confirmation will be obtained, but if that were not the case, PacWest will need to obtain prior approval of the transactions contemplated by the merger agreement from the Federal Reserve. In considering the approval of a transaction such as the merger, the BHC Act requires the Federal Reserve Board to review, with respect to the bank holding companies and the banks concerned: (1) the competitive impact of the transaction, (2) the financial condition and future prospects, including capital positions and managerial resources, (3) the convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries of the bank holding companies under the CRA, (4) the effectiveness of the companies' and the depository institutions' concerned in combating money laundering activities and (5) the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. In connection with such a review, the Federal Reserve Board will provide an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines such meeting or other proceeding would be appropriate.

        Additional Regulatory Approvals and Notices.    Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.

        Although PacWest and First California expect to obtain the required regulatory approvals, there can be no assurances as to if or when these regulatory approvals discussed above will be obtained, or the terms and conditions on which the approvals may be granted, or the absence of litigation challenging such approvals. There can likewise be no assurances that U.S. or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or, if such a challenge is made, as to the result of such challenge.


Accounting Treatment

        In accordance with current accounting guidance, the merger will be accounted for using the acquisition method. The result of this is that (a) the recorded assets and liabilities of PacWest will be carried forward at their recorded amounts, (b) PacWest's historical operating results will be unchanged for the prior periods being reported on and (c) the assets and liabilities of First California will be adjusted to fair value at the date of the merger. In addition, all identified intangibles will be recorded at fair value and included as part of the net assets acquired. The amount by which the purchase price, consisting of the value of shares of PacWest common stock to be issued to former First California stockholders and cash to be paid in lieu of fractional shares and to former option holders, exceeds the fair value of the net assets including identifiable intangibles of First California at the merger date will be reported as goodwill. In accordance with current accounting guidance, goodwill is not amortized and will be evaluated for impairment annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of accounting results in the operating results of First California being included in the operating results of PacWest beginning from the date of completion of the merger.


Public Trading Markets

        PacWest common stock is listed on the NASDAQ Global Select Market under the symbol "PACW." First California common stock is listed on the NASDAQ Global Market under the symbol "FCAL." Upon completion of the merger, First California common stock will be delisted from the

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NASDAQ Global Market and thereafter will be deregistered under the Exchange Act. The PacWest common stock issuable in the merger will be listed on the NASDAQ Global Select Market.


Exchange of Shares in the Merger

        At or prior to the effective time, PacWest will appoint an exchange agent to handle the exchange of shares of First California common stock for shares of PacWest common stock. As promptly as practicable after the effective time, the exchange agent will send to each holder of record of First California common stock at the effective time who holds shares of First California common stock in certificated form a letter of transmittal and instructions for effecting the exchange of First California common stock certificates for the merger consideration the holder is entitled to receive under the merger agreement. Upon surrender of stock certificates for cancellation along with the executed letter of transmittal and other documents described in the instructions, a First California stockholder will receive any whole shares of PacWest common stock such holder is entitled to receive based on the exchange ratio and cash in lieu of any fractional shares of PacWest common stock such holder is entitled to receive. After the effective time, First California will not register any transfers of shares of First California common stock.

        Upon consummation of the merger, shares of First California common stock held in book-entry form will be automatically converted into whole shares of PacWest common stock in book-entry form, based on the exchange ratio, and the exchange agent will deliver to holders of book-entry shares cash in lieu of any fractional shares of PacWest common stock such holder is entitled to receive.

        PacWest stockholders need not take any action with respect to their stock certificates or book-entry shares of PacWest common stock.


Certain First California Projected Financial Information

        First California does not as a matter of course make public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, First California is including in this joint proxy statement/prospectus certain projections that were made available to the First California board of directors, the PacWest board of directors and management, KBW and other parties in connection with the evaluation of a potential transaction with First California. The inclusion of this information should not be regarded as an indication that any of First California, PacWest, KBW or any other recipient of this information considered, or now considers, it to be predictive of actual future results.

        The projections are subjective in many respects and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind. The projections were prepared on the basis of First California as a stand-alone entity, assuming only organic growth, and, therefore, do not reflect the effects of any potential acquisitions (except for First California's acquisition of Premier Service Bank, which had been entered into in February 2012, prior to the date of preparation of the projections, and which was included based on the then-current terms of such acquisition) or financings that First California may have undertaken in the future, which would likely cause actual results to differ materially. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the projections cover multiple years, such information by its nature becomes less predictive with each successive year. First California stockholders and PacWest stockholders are urged to review the SEC filings of First California for a description of risk factors with respect to the business of First California. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 29 and "Where You Can Find More Information" beginning on page v. The projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the

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American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, or GAAP.

        Neither Moss Adams LLP nor any other independent accountants have compiled, examined, or performed any audit or other procedures with respect to the projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of Moss Adams LLP contained in First California's Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference into this joint proxy statement/prospectus, relates to the historical financial information of First California. It does not extend to the projections and should not be read to do so. Furthermore, the projections do not take into account any circumstances or events occurring after the respective dates on which they were prepared.

        In May 2012, First California's management updated its strategic plan and, based on such updated strategic plan, prepared projections, which were provided in May 2012 to First California's board of directors. These projections were provided during the course of PacWest's due diligence process to PacWest and KBW and other third parties, and KBW used these projections in connection with the preparation of its fairness opinion. The following table presents selected unaudited prospective financial information for the fiscal years ending 2013 through 2017 that was prepared in May 2012:

 
  As of or For the Year Ended December 31,  
 
  2012   2013   2014   2015   2016   2017  
 
  (In thousands, except per share amounts and percentages)
 

Total Assets

  $ 2,064,989   $ 2,213,681   $ 2,377,159   $ 2,608,091   $ 2,817,576   $ 3,050,697  

Total Liabilities

  $ 1,825,567   $ 1,966,602   $ 2,121,282   $ 2,338,588   $ 2,535,846   $ 2,752,649  

Total Equity

  $ 239,423   $ 247,079   $ 255,877   $ 269,503   $ 281,730   $ 298,048  

Net Income

 
$

12,515
 
$

17,848
 
$

21,161
 
$

24,279
 
$

29,036
 
$

32,322
 

Earnings Per Share

  $ 0.38   $ 0.55   $ 0.66   $ 0.77   $ 0.93   $ 1.02  

Common Dividends Per Share

  $ 0.34   $ 0.30   $ 0.37   $ 0.32   $ 0.52   $ 0.48  

Tier 1 Leverage Ratio

   
9.58

%
 
9.72

%
 
9.55

%
 
9.44

%
 
9.21

%
 
9.06

%

Tier 1 Common Ratio

    10.66 %   10.55 %   10.45 %   10.29 %   10.20 %   10.11 %

Tier 1 Risk Based Ratio

    14.75 %   14.30 %   13.90 %   13.37 %   13.01 %   12.68 %

Total Risk Based Ratio

    16.47 %   15.99 %   15.55 %   14.98 %   14.59 %   14.23 %

Total Equity / Total Assets

    11.59 %   11.16 %   10.76 %   10.33 %   10.00 %   9.77 %

Tangible Equity / Tangible Assets

    8.31 %   8.21 %   8.13 %   8.02 %   7.94 %   7.87 %

        In preparing the foregoing projections, First California made a number of assumptions and estimates regarding, among other things, loan growth rates, securities growth rates, deposit growth rates, borrowing growth rates, ratio of loan loss reserves to gross loans, ratio of net charge-offs to gross loans, net interest spread, net interest margin, non-interest income and non-interest expense. In addition, the projections were prepared based on the key assumption that First California would maintain a ratio of tangible common equity to tangible assets of 7.00%, and that First California would pay out any excess cash necessary to achieve such ratio as dividends to its common stockholders. First California management believed these assumptions and estimates were reasonable at the time the projections were prepared, but these assumptions and estimates may not be realized and are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the risks and uncertainties described under the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" beginning on pages 29 and 31, respectively, and in First California's Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference into this joint proxy statement/prospectus. All of these

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uncertainties and contingencies are difficult to predict and many are beyond the control of First California and/or PacWest and will be beyond the control of the combined company.

        Tangible common equity is a non-GAAP measure that First California believes is useful when comparing banks with preferred stock, due to Capital Purchase Program or Small Business Lending Facility funding, to banks without preferred stock on their balance sheet and for evaluating a company's capital levels. Tangible common equity to tangible assets represents tangible common equity, calculated as total shareholders' equity less preferred stock and related dividend and accretion of preferred stock discount, goodwill and intangible assets, net, divided by tangible assets which are total assets less goodwill and other intangible assets, net. This information is not intended to be considered in isolation or as a substitute for the relevant measures calculated in accordance with U.S. GAAP.

        Readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the projections set forth above. The inclusion of the above projections in this joint proxy statement/prospectus should not be regarded as an indication that First California, PacWest, KBW, or their respective officers, directors and other affiliates consider such information to be an accurate prediction of future results or necessarily achievable. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the projections, whether or not the merger is completed. In addition, the above projections do not give effect to the merger nor do they take into account the effect of any failure of the merger to occur, and should not be viewed as necessarily accurate or continuing in that context. None of First California, PacWest, KBW or their respective officers, directors and other affiliates has made any representations regarding the performance of First California compared to the information included in the above projections.

        First California stockholders and PacWest stockholders are urged to review First California's most recent SEC filings for a description of First California's results of operations and financial condition during 2011, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in First California's Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page v.

        FIRST CALIFORNIA DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, INCLUDING THE MERGER, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

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THE MERGER AGREEMENT

        The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Appendix A to, and incorporated by reference into, this joint proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this joint proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety before making any decisions regarding the merger.


Effects of the Merger

        The merger agreement provides for the merger of First California with and into PacWest, with PacWest surviving the merger. The merger agreement provides that the certificate of incorporation and the bylaws of PacWest as in effect immediately prior to the merger will be the certificate of incorporation and bylaws of the surviving company.

        As a result of the merger, there will no longer be any publicly held shares of First California common stock. First California stockholders will only participate in the surviving company's future earnings and potential growth through their ownership of PacWest common stock. All of the other incidents of direct ownership of First California common stock, such as the right to vote on certain corporate decisions, to elect directors and to receive dividends and distributions from First California, will be extinguished upon completion of the merger. All of the property, rights, privileges and powers of PacWest and First California will vest in the surviving company, and all claims, obligations, liabilities, debts and duties of PacWest and First California will become the claims, obligations, liabilities, debts and duties of the surviving company.


Effective Time of the Merger

        The merger agreement provides that the merger will be consummated no later than three business days after the satisfaction or waiver of all the closing conditions, including the receipt of all regulatory and stockholder approvals and after the expiration of all regulatory waiting periods, unless extended by mutual agreement of PacWest and First California. The merger will be consummated legally at the time the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be specified in the certificate of merger. As of the date of this document, the parties expect that the merger will be effective late in the first quarter of 2013. However, there can be no assurance as to when or if the merger will occur.

        If the merger is not completed by the close of business on August 6, 2013, the merger agreement may be terminated by either First California or PacWest, unless the failure of the closing to occur by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the merger agreement.

        For a description of the transaction structure, merger consideration and treatment of First California stock options and shares of restricted stock please see the section entitled "The Merger—Terms of the Merger" beginning on page 50.


Covenants and Agreements

        Conduct of Businesses Prior to the Completion of the Merger.    First California has agreed that, prior to the effective time of the merger, it will generally conduct its businesses, and cause its subsidiaries to conduct their respective businesses, in the ordinary course of business in all material respects, and use commercially reasonable efforts to maintain and preserve intact its business organization and

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advantageous business relationships with customers, suppliers, governmental entities and others having business dealings with it. First California and PacWest have agreed to take no action that is intended to or would reasonably be expected to adversely affect or materially delay the receipt of any approvals of any governmental entity required to consummate the merger or the consummation of the merger.

        In addition to the general covenants above, First California has agreed that prior to the effective time of the merger, subject to specified exceptions, it will not, and will not permit its subsidiaries to, without the prior written consent of PacWest (which may not be unreasonably withheld, conditioned or delayed):

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        PacWest has agreed that prior to the effective time of the merger, except as expressly contemplated or permitted by the merger agreement, it will not, and will not permit any of its subsidiaries to, without the prior written consent of First California (which may not be unreasonably withheld, conditioned or delayed):

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        Regulatory Matters.    PacWest and First California have agreed to promptly prepare this joint proxy statement/prospectus and file with the SEC a registration statement on Form S-4, of which this document is a part. PacWest and First California have each agreed to use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective for so long as necessary to complete the merger. PacWest and First California have each agreed to furnish all information concerning themselves, their affiliates and the holders of their capital stock to the other and provide such other assistance and cooperation as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and this joint proxy statement.

        PacWest and First California have each agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the merger and to cooperate with each other in connection with the foregoing. PacWest and First California have each agreed to use their respective reasonable best efforts to (1) obtain all regulatory approvals as promptly as practicable, (2) lift or rescind as promptly as practicable any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the merger, (3) effect all necessary registrations and filings, if any, (4) obtain any third-party consent or waiver that may be required to be obtained in connection with the merger, including in connection with redeeming the First California Series C Preferred Stock at, or as promptly as practicable following, the effective time of the merger, and (5) fulfill all of the conditions to the obligations of PacWest and First California to consummate the merger contemplated by the merger agreement. PacWest has agreed to, and to cause its subsidiaries to, take any and all actions necessary to obtain all required regulatory approvals (other than agreeing to any modification to or payment by PacWest in respect of any loss share agreement with the FDIC and without a materially burdensome regulatory condition being imposed by any governmental entity).

        Stockholder Approval.    The First California board of directors has resolved to recommend to the First California stockholders that they adopt the merger agreement (subject to certain exceptions if, following the receipt of a Superior Proposal (as defined below), such recommendation would result in a violation of the board's fiduciary duties under Delaware law), and to submit to the First California stockholders the merger agreement, to include the recommendation that First California stockholders adopt the merger agreement in this joint proxy statement/prospectus, and use reasonable best efforts to obtain from its stockholders a vote adopting the merger agreement. First California has an unqualified obligation to submit the merger agreement to its stockholders at its stockholder meeting.

        PacWest's board of directors has resolved to recommend to the PacWest stockholders that they adopt the merger agreement and approve the issuance of shares of PacWest stock, and to submit to the PacWest stockholders the merger agreement, to include the recommendation that PacWest stockholders adopt the merger agreement and the issuance of shares of PacWest stock in this joint proxy statement/prospectus, and use reasonable best efforts to obtain from its stockholders a vote adopting the merger agreement and the issuance of shares of PacWest stock.

        PacWest and First California have each agreed to use their reasonable best efforts to hold their respective stockholder meetings on the same date and as soon as practicable after the date of the merger agreement.

        Bank Merger.    PacWest and First California have agreed that, simultaneously with the merger, First California Bank will merge with and into Pacific Western Bank, with Pacific Western Bank as the surviving entity. The bank merger will become effective simultaneously with the effective time of the merger.

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        NASDAQ Listing.    PacWest has agreed to use its reasonable best efforts to cause the shares of PacWest common stock to be issued in the merger to be approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance, prior to the effective time of the merger.

        PacWest has agreed to give First California employees full credit for purposes of eligibility, vesting, benefit accrual and determination of the level of benefits under any employee benefit plans or arrangements that such employees may be eligible to participate in after the closing for such First California employee's service with First California to the same extent recognized by the First California immediately prior to the closing, other than (1) for benefit accrual purposes under any defined benefit pension plan, (2) for purposes of any retiree medical plan, (3) as would result in the duplication of benefits for the same period of service or (4) for any newly established plan of PacWest for which similarly situated employees of PacWest do not receive past service credit.

        PacWest has agreed to use commercially reasonable efforts to waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the First California employees under any welfare benefit plans that such employees may be eligible to participate in after the closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the closing under any welfare plan maintained for the First California employees immediately prior to the closing, and provide each First California employee with credit for any co-payments and deductibles paid in the plan year in which the closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which employees are eligible to participate after the closing.

        For a period of one year following the closing, PacWest has agreed to provide to the First California employees base compensation and target incentive compensation opportunities, in each case, that are no less favorable than those provided to such employees immediately prior to the closing and benefits that are no less favorable in the aggregate than the benefits provided by PacWest to similarly situated employees of PacWest.

        For a period of one year following the closing, PacWest has agreed to provide severance payments and benefits to the First California employees who are terminated other than for cause, which severance payments may be no less favorable than the greater of the severance payments and benefits based on the Company's current policies and the severance payments and benefits provided by PacWest to similarly situated employees of PacWest, provided that PacWest may condition such payments and benefits upon execution by the employee of a commercially standard release of claims.

        For a period of six months following the closing, PacWest has agreed to provide to First California employees whose employment is terminated during such period under circumstances entitling the employee to severance benefits and outplacement services appropriate to the employee's position, as determined in reasonable good faith by PacWest based upon market practice.

        PacWest has agreed to assume and honor the obligations of First California under all employment, severance, consulting, retirement and other compensation contracts, arrangements, commitments or understandings, in accordance with their terms, subject to the right to make amendments or modifications to the extent permitted by such terms. PacWest has acknowledged that the merger will constitute a "change in control" under certain First California benefit plans.

        Indemnification and Directors' and Officers' Insurance.    From and after the effective time of the merger, PacWest has agreed to indemnify and hold harmless each present and former director, officer, trustee, fiduciary, employee and agent of First California and its subsidiaries from any costs or expenses, judgments, fines, losses, claims damages or liabilities arising out of or pertaining to matters existing or occurring at or before the effective time of the merger, including the transactions

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contemplated by the merger agreement, to the fullest extent permitted by applicable law. PacWest has agreed to provide directors' and officers' liability insurance and fiduciary insurance covering the present and former officers and directors of First California or any of its subsidiaries with respect to claims against such directors and officers arising from facts or events occurring on or before the effective time, including the merger, for a period of six years following the effective time. The insurance is generally required to contain terms and conditions that are not less advantageous than the current coverage provided by First California, except that PacWest is not required to incur annual premium expense in the aggregate greater than 250% of the annual premiums currently paid by First California for such insurance. PacWest or First California (with the consent of PacWest), prior to the completion of the merger and in lieu of the foregoing, may purchase and pay for a tail policy for such insurance on the terms described in this paragraph, for an aggregate price of no greater than 325% of the annual premiums currently paid by First California for such insurance.

        No Solicitation and Change in Recommendation.    The merger agreement precludes First California and its subsidiaries and their respective directors, officers, employees, advisors and agents from directly or indirectly, (1) soliciting, initiating or knowingly encouraging any Acquisition Proposal (as defined below), (2) entering into, or otherwise participating in any discussions or negotiations regarding any Acquisition Proposal, (3) entering into any agreement regarding any Acquisition Proposal, (4) furnishing to any person any information concerning First California, or any access to the properties, books and records of First California and its subsidiaries, in connection with any Acquisition Proposal, or (5) publicly announcing an intention to take any of the foregoing actions or any other action which would reasonably be expected to lead to an Acquisition Proposal.

        However, if at any time prior to obtaining the approval of the stockholders of First California to adopt the merger agreement, First California or its subsidiaries or their respective directors, officers, employees, advisors and agents receives a bona fide, unsolicited written Acquisition Proposal, First California, its board of directors and their respective representatives may engage in negotiations and discussions with any person making such Acquisition Proposal and its representatives if, and only if, First California's board of directors determines in good faith, after consultation with the First California's outside legal and financial advisors, that (1) such Acquisition Proposal is or is reasonably capable of becoming a Superior Proposal and (2) the failure of the First California board of directors to enter into such discussions or negotiations would reasonably be expected to be a violation of its fiduciary duties to the stockholders of First California under applicable law.

        Prior to furnishing any material nonpublic information to a person who has made an Acquisition Proposal, First California must receive from such person an executed confidentiality agreement with terms at least as restrictive in all material respects on such person as the confidentiality agreement between PacWest and First California is on PacWest (excluding the "standstill" provisions thereof). In addition, First California must promptly, and in any event within one business day, (1) notify PacWest in writing of the receipt of such Acquisition Proposal or any request for nonpublic information or access to books and records relating to First California or its subsidiaries by any person that has made, or to First California's knowledge may be considering making, an Acquisition Proposal and (2) communicate the material terms of such Acquisition Proposal to PacWest.

        The merger agreement precludes First California and its board of directors from (1) withdrawing, modifying or qualifying, or publicly proposing to withdraw, modify or qualify, in a manner adverse to PacWest, the recommendation that First California stockholders vote to adopt the merger agreement, (2) approving or recommending, or publicly proposing to approve or recommend, to the stockholders of the First California any Acquisition Proposal or (3) authorizing, approving, recommending or declaring advisable, or proposing to adopt, approve, recommend or declare advisable, or allow First California or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, option agreement or similar agreement with respect to, or

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that is intended to or would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement in accordance with the limitations described above).

        Prior to its stockholders adopting the merger agreement, First California may change its recommendation that its stockholders vote in favor of adopting the merger agreement if (1) First California has complied with the obligations described herein, (2) the First California board of directors receives an unsolicited bona fide, written Acquisition Proposal from any person that is not withdrawn and (3) the First California board of directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal (as defined below).

        In addition, First California may only change its recommendation to stockholders if: (1) the First California board of directors determines in good faith, after consultation with its outside legal counsel, that the failure of the First California board of directors to take such action would reasonably be expected to be a violation of its fiduciary duties to the stockholders of First California under applicable law; (2) First California provides PacWest prior written notice at least three business days prior to taking such action, which notice shall state that the First California board of directors has received a Superior Proposal and, absent any revision to the terms and conditions of the merger agreement, the First California board of directors has resolved to change its recommendation to stockholders to vote to adopt the merger agreement, which notice must specify the basis for the change of recommendation or termination, including the material terms of the Superior Proposal; (3) during such three business day period, First California negotiates in good faith with PacWest to enable PacWest to make an offer that is at least as favorable to the stockholders of First California so that such Acquisition Proposal would cease to constitute a Superior Proposal; and (4) at the end of such three business day period, the First California board of directors, after taking into account any modifications to the terms of the merger agreement and the merger agreed to by Parent after receipt of such notice, continues to believe that such Acquisition Proposal constitutes a Superior Proposal. The merger agreement provides that any amendment or modification to the financial or other material terms of such Acquisition Proposal will constitute a new Acquisition Proposal giving rise to a new three business day response period for PacWest, consequently extending the periods referenced above.

        Nothing in the merger agreement will prohibit First California from issuing a "stop, look and listen" communication pursuant to Rule 14d-9(f) under the Exchange Act or taking and disclosing to its stockholders any position contemplated by Rule 14e-2(a) and Rule 14d-9 under the Exchange Act, provided that any disclosure under Rule 14e-2(a)(1) will be deemed to be a change of recommendation unless the First California board of directors expressly and concurrently reaffirms its recommendation that First California stockholders vote for First California to adopt the merger agreement.

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Representations and Warranties

        The merger agreement contains representations and warranties made by First California to PacWest relating to a number of matters, including the following:

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        The merger agreement also contains representations and warranties made by PacWest to First California relating to a number of matters, including the following:

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        Certain of these representations and warranties are qualified as to "materiality" or "material adverse effect." For purposes of the merger agreement, a "material adverse effect" with respect to PacWest or First California, as the case may be, means any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, developments or occurrences, (1) has had or would reasonably be expected to result in a material adverse effect on the financial condition, results of operations or business of such party and its subsidiaries taken as a whole or (2) prevents or materially impairs the ability of such party to timely consummate the transactions contemplated by the merger agreement However, a material adverse effect will not be deemed to include facts, circumstances, events, changes, effects, developments and/or occurrences arising out of, relating to or resulting from:

except, with respect to the first, second, third, fourth, and seventh bullets above, to the extent that the effects of such change are disproportionately adverse to the financial condition, results of operations or business of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate.

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        The representations and warranties in the merger agreement do not survive the effective time of the merger and, as described below under the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page 104, if the merger agreement is validly terminated, there will be no liability or damages arising under the representations and warranties of PacWest or First California, or otherwise under the merger agreement, unless PacWest or First California willfully breached the merger agreement or committed fraud.


Conditions to the Merger

        Conditions to Each Party's Obligations.    The respective obligations of each of PacWest and First California to complete the merger are subject to the satisfaction of the following conditions:

        Conditions to Obligations of PacWest.    The obligation of PacWest to complete the merger is also subject to the satisfaction or waiver by PacWest, of the following conditions:

        Conditions to Obligations of First California.    The obligation of First California to complete the merger is also subject to the satisfaction or waiver by First California of the following conditions:

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Termination; Termination Fee

        The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after adoption of the merger agreement by First California stockholders and the adoption of the merger agreement and approval of the stock issuance by PacWest stockholders:

        First California must pay PacWest a termination fee of $10 million in the following circumstances:

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        PacWest must pay First California a termination fee of $5 million within two business days in certain circumstances, including following the termination of the merger agreement by either PacWest or First California in the event that PacWest stockholders fail to approve the adoption of the merger agreement and the issuance of PacWest common stock to the stockholders of First California in connection with the merger.


Effect of Termination

        If the merger agreement is validly terminated, the agreement will become void and have no effect without any liability on the part of PacWest or First California unless either party willfully breaches the merger agreement or commits fraud. However, the provisions of the merger agreement relating to confidentiality obligations of the parties, the termination fee, publicity and certain other technical provisions will continue in effect notwithstanding termination of the merger agreement.


Amendments, Extensions and Waivers

        The merger agreement may be amended by the parties, by action taken or authorized by their respective boards of directors, at any time before or after approval of the First California Merger proposal by the First California stockholders, in writing signed on behalf of each of the parties, except that after any approval of the transactions contemplated by the merger agreement by the First California stockholders, there may not be, without further approval of such stockholders, any amendment of the merger agreement that requires further approval under applicable law.

        At any time prior to the effective time of the merger, the parties, by action taken or authorized by their respective boards of directors, may, to the extent legally allowed, (1) extend the time for the performance of any of the obligations or other acts of the other party, (2) waive any inaccuracies in the representations and warranties contained in the merger agreement or (3) waive compliance with any of the agreements or conditions contained in the merger agreement. Any agreement on the part of a party to any extension or waiver must be in writing.


Stock Market Listing

        PacWest has agreed to apply to have the shares of PacWest common stock to be issued in the merger approved for listing on the NASDAQ Global Select Market, which is the principal trading market for existing shares of PacWest common stock. It is a condition to both parties' obligation to complete the merger that such approval is obtained, subject to official notice of issuance. As promptly

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as reasonably practicable following completion of the merger, First California common stock will be delisted from the NASDAQ Global Market and deregistered under the Exchange Act.


Fees and Expenses

        Except with respect to (1) costs and expenses of printing and mailing this joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger, which will be borne equally by PacWest and First California and (2) the termination fee, as described elsewhere in this joint proxy statement/prospectus, all fees and expenses incurred in connection with the merger, the merger agreement, and the transactions contemplated by the merger agreement will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.


Voting and Support Agreements

        PacWest and First California Directors.    In connection with entering into the merger agreement, PacWest and First California entered into a voting and support agreement with each of the directors of First California and a voting and support agreement with each of the directors of PacWest, which we refer to collectively as the voting and support agreements. The following summary of the voting and support agreements is subject to, and qualified in its entirety by reference to, the full text of the voting and support agreements attached as Appendix B and Appendix C, respectively.

        Pursuant to the voting and support agreements, each director, in its capacity as a stockholder of PacWest or First California, as applicable, agreed to vote his, her or its shares of PacWest or First California common stock (as applicable):

        The voting and support agreements provide that each stockholder party will not, subject to certain exceptions, with respect to any shares of PacWest common stock or First California common stock, as applicable, owned by such stockholder:

        The voting and support agreements will terminate upon the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms.

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        First California Series A Preferred Stockholders.    In connection with entering into the merger agreement, PacWest and First California entered into a voting and support agreement with each of the holders of the First California Series A Preferred Stock of First California, which we refer to as the Series A voting and support agreement. The following summary of the Series A voting and support agreement is subject to, and qualified in its entirety by reference to, the full text of the Series A voting and support agreement, which is attached as Appendix D.

        Pursuant to the Series A voting and support agreement, each holder of First California Series A Preferred Stock of First California has agreed to vote their shares of PacWest or First California common stock (as applicable) in substantially the same manner as the stockholder parties under the voting and support agreements. The Series A voting and support agreement also contains substantially similar restrictions to the voting and support agreements with respect to any sales, transfers, assignments, tenders, pledges, encumbrances, hypothecations or similar disposals of First California Series A Preferred Stock.

        The Series A voting and support agreement requires the holders of the First California Series A Preferred Stock to convert their shares of First California Series A Preferred Stock into shares of common stock of First California no later than ten business days prior to the closing of the merger.

        As of the record date, the stockholders that are party to the voting and support agreements and the Series A voting and support agreement beneficially own an aggregate of approximately [      ] outstanding shares of First California common stock, which represent approximately [      ]% of the shares of First California common stock entitled to vote at the special meeting (in each case, after giving effect to the issuance of First California common stock upon conversion of the First California Series A Preferred Stock). As of the record date, the stockholders that are party to the voting and support agreements beneficially own an aggregate of approximately [      ] outstanding shares of PacWest common stock, which represent approximately [      ] of the shares of PacWest common stock entitled to vote at the special meeting.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement:
Representations, Warranties and Covenants in the Merger Agreement Are Not Intended to Function as Public Disclosures

        The merger agreement and the summary of its terms in this joint proxy statement/prospectus have been included only to provide you with information about the terms and conditions of the merger agreement. The terms and information in the merger agreement are not intended to provide any other public disclosure of factual information about PacWest, First California or any of their respective subsidiaries, affiliates or businesses. The representations, warranties and covenants contained in the merger agreement are made by PacWest and First California only for purposes of the merger agreement and as of specific dates and were qualified and subject to certain limitations and exceptions agreed to by PacWest and First California in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated for the purpose of allocating contractual risk among the parties to the merger agreement rather than to establish matters as facts. Stockholders of First California and PacWest are not third-party beneficiaries under the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC, and, in some cases, they may be qualified by disclosures made by one party to the other, which are not necessarily reflected in the merger agreement or other public disclosures made by PacWest or First California. The representations and warranties contained in the merger agreement do not survive the effective time. Moreover, information concerning the subject matter of the representations, warranties and covenants, which do not purport to be accurate as of the date of this joint proxy/prospectus, may have changed since the date

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of the merger agreement, and subsequent developments or new information may not be fully reflected in public disclosures of PacWest or First California.

        For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of PacWest or First California or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page v.

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LITIGATION RELATED TO THE MERGER

        On November 20, 2012, a purported stockholder of First California filed a lawsuit in connection with the merger. Captioned Paul Githens v. C.G. Kum, et al., Case No. BC496018, the suit was filed in the Superior Court of the State of California, Los Angeles County, against First California, its directors, and PacWest. It is brought as a putative class action and alleges that First California's directors breached certain alleged fiduciary duties to First California's stockholders by approving the merger agreement pursuant to an allegedly unfair process and at an allegedly unfair price. It alleges that PacWest aided and abetted those breaches. The suit seeks, among other things, to enjoin consummation of the merger. On December 12, 2012, the court entered an order staying the action pending an initial status conference, currently scheduled for January 18, 2013. At this stage, it is not possible to predict the outcome of the proceedings and their impact on First California or PacWest.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        This section describes the material United States federal income tax consequences of the merger to U.S. holders of First California common stock who exchange shares of First California common stock for shares of PacWest common stock.

        For purposes of this discussion, a U.S. holder is a beneficial owner of First California common stock who for United States federal income tax purposes is:

        If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds First California common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding First California common stock, you should consult your tax advisor.

        This discussion addresses only those First California stockholders that hold their First California common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code, and does not address all the United States federal income tax consequences that may be relevant to particular First California stockholders in light of their individual circumstances or to First California stockholders that are subject to special rules, such as:

        In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

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        The following discussion is based on the Internal Revenue Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

        PacWest and First California have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The obligation of PacWest to complete the merger is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen and Katz, counsel to PacWest, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The obligation of First California to complete the merger is conditioned upon the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to First California, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In addition, in connection with the filing of the registration statement of which this document is a part, each of Wachtell, Lipton, Rosen & Katz and Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion to PacWest and First California, respectively, to the same effect as the opinions described above. These opinions will be based on assumptions, representations, warranties and covenants, including those contained in the merger agreement and in tax representation letters provided by PacWest and First California. The accuracy of such assumptions, representations and warranties, and compliance with such covenants, could affect the conclusions set forth in such opinions. None of these opinions is binding on the Internal Revenue Service or the courts. PacWest and First California have not requested and do not intend to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger. Accordingly, each First California stockholder should consult its tax advisor with respect to the particular tax consequences of the merger to such holder.

        Tax Consequences of the Merger Generally to Holders of First California Common Stock.    Accordingly, based on the opinions delivered in connection herewith:

        If U.S. holders of First California common stock acquired different blocks of shares of First California common stock at different times or at different prices, such holders' basis and holding period in their shares of PacWest common stock may be determined with reference to each block of First California common stock. Any such holders should consult their tax advisors regarding the manner in which PacWest common stock received in the exchange should be allocated among different blocks of First California common stock and with respect to identifying the bases or holding periods of the particular shares of PacWest common stock received in the merger.

        Cash Received Instead of a Fractional Share of PacWest Common Stock.    A holder of First California common stock who receives cash instead of a fractional share of PacWest common stock will

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generally be treated as having received the fractional share pursuant to the merger and then as having sold that fractional share of PacWest common stock for cash. As a result, a holder of First California common stock will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. This gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such shares (including the holding period for the shares of First California common stock surrendered therefor) is greater than one year. The deductibility of capital losses is subject to limitations.

        The preceding discussion is intended only as a summary of material United States federal income tax consequences of the merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the merger, including tax return reporting requirements, the applicability and effect of federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws.

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UNAUDITED PRO FORMA
COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial statements of PacWest and First California after giving effect to the PacWest 2012 acquisitions (as defined below), the merger and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed consolidated financial statements. The unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2012 is presented as if the merger had occurred on September 30, 2012. The unaudited pro forma combined condensed consolidated statements of earnings for the year ended December 31, 2011 and the nine months ended September 30, 2012 are presented as if the merger and the PacWest 2012 acquisitions had occurred on January 1, 2011. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and the PacWest 2012 acquisitions and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

        Pacific Western Bank, a wholly-owned subsidiary of PacWest, purchased Marquette Equipment Finance on January 3, 2012, Celtic Capital Corporation on April 3, 2012, and American Perspective Bank on August 1, 2012, which we refer to all together as the PacWest 2012 acquisitions.

        The unaudited pro forma combined condensed consolidated financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. PacWest is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of First California to conform to the presentation in PacWest's financial statements.

        A final determination of the acquisition consideration and fair values of First California's assets and liabilities, which cannot be made prior to the completion of the merger, will be based on the actual net tangible and intangible assets of First California that exist as of the date of completion of the transaction. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed consolidated financial statements presented below and could result in a material change in amortization of acquired intangible assets.

        In connection with the plan to integrate the operations of PacWest and First California following the completion of the merger, PacWest anticipates that nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities, will be incurred. PacWest is not able to determine the timing, nature and amount of these charges as of the date of this joint proxy statement/prospectus. However, these charges will affect the results of operations of PacWest and First California, as well as those of the combined company following the completion of the merger, in the period in which they are recorded. The unaudited pro forma combined condensed consolidated statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature and not factually supportable at the time that the unaudited pro forma combined condensed consolidated statements of earnings were prepared. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration. However, the unaudited pro forma combined condensed consolidated balance sheet reflects the payment of merger costs specified therein as a reduction in cash and pro forma shareholders' equity.

        PacWest concluded that since First California's electronic payments systems operation, which we refer to as the EPS operation, is not suited to PacWest's commercial banking business model, PacWest will proceed to exit the EPS operation upon completion of the acquisition. Accordingly, the pro forma

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combined condensed consolidated financial statements reflect adjustments to eliminate the historical operating results of the EPS operation.

        The actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma combined condensed consolidated financial statements as a result of:

        The unaudited pro forma combined condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined condensed consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial statements should be read together with:

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Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet
September 30, 2012
(Dollars in Thousands)

Assets:
  PacWest
Historical
  First California
Historical
  Pro Forma
Adjustments(1)
  Cash Paid for
Merger Costs and
Redemption of
Preferred Equity(2)
  PacWest and First
California Pro
Forma Combined
 

Cash and cash equivalents

  $ 160,406   $ 76,482   $   $ (41,260 ) $ 195,628  
                       

Investment securities

    1,398,134     549,373     (7,616) (a)       1,939,891  
                       

Non-covered loans and leases, net of unearned income

    3,050,891     1,067,881     (61,129) (b)       4,057,643  

Allowance for loan and lease losses, non-covered

    (69,142 )   (18,239 )   18,239 (b)       (69,142 )
                       

Total non-covered loans and leases, net

    2,981,749     1,049,642     (42,890) (b)       3,988,501  
                       

Covered loans

    567,396     106,144             673,540  
                       

Premises and equipment, net

    18,064     18,184             36,248  

OREO

    63,707     20,419             84,126  

Intangible assets

    95,491     72,925     63,629 (c)       232,045  

FDIC loss sharing asset

    72,640     50,471     (17,040) (d)       106,071  

Other

    180,915     47,164     27,622 (e)       255,701  
                       

Total assets

  $ 5,538,502   $ 1,990,804   $ 23,705   $ (41,260 ) $ 7,511,751  
                       

Liabilities and Shareholders' Equity:

                               

Deposits:

                               

Noninterest-bearing

  $ 2,006,996   $ 675,488   $ (300,558) (f) $   $ 2,381,926  

Interest-bearing

    2,780,352     924,404     1,410 (g)       3,706,166  
                       

Total deposits

    4,787,348     1,599,892     (299,148 )       6,088,092  

Borrowings

    17,996     114,583     306,053 (h)       438,632  

Subordinated debentures

    108,250     26,805             135,055  

Other liabilities

    40,822     12,961     2,000 (i)       55,783  
                       

Total liabilities

    4,954,416     1,754,241     8,905         6,717,562  
                       

Preferred equity

        26,000     (1,000) (j)   (25,000 )    

Common equity

    584,086     210,563     15,800 (j)   (16,260 )   794,189  
                       

Total shareholders' equity

    584,086     236,563     14,800 (j)   (41,260 )   794,189  
                       

Total liabilities and shareholders' equity

  $ 5,538,502   $ 1,990,804   $ 23,705   $ (41,260 ) $ 7,511,751  
                       

Notes:

                               

(1) (2)    See accompanying "Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet Adjustments."


Unaudited Pro Forma Combined Condensed Combined Balance Sheet Adjustments

        

(1)
Pro Forma Adjustments: The pro forma fair value adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document. A summary of the pro forma adjustments follows:

(a)
Investment securities: Represents the elimination of PacWest's investment in First California common stock.

(b)
Loans: The adjustment to non-covered loans represents an acquisition discount related to liquidity, interest, and credit risk. The acquisition discount will be accreted to interest income on loans over the remaining life of the loan portfolio. The First California historical allowance for loan losses is eliminated in acquisition accounting. The carrying value of covered loans approximates their estimated fair value.

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Elimination of First California's historical intangibles

  $ (12,205 )

Elimination of First California's historical goodwill

    (60,720 )
       

Historical intangibles eliminated

    (72,925 )

Establishment of core deposit intangible

    13,522  

Establishment of goodwill

    123,032  
       

  $ 63,629  
       

Write-off of First California's assets that will have limited value to the combined company after the acquisition date, including prepaid items, equity investments with no readily determinable market values, and other miscellaneous receivables related to exiting the EPS operation

  $ (3,330 )

Establishment of deferred tax asset on the basis differences of the assets acquired and liabilities assumed

    29,466  

Elimination of PacWest's deferred tax liability on the unrealized gain on its investment in First California common stock

    1,486  
       

  $ 27,622  
       

Discount on First California's fixed-rate borrowings and repurchase agreements

  $ (5,495 )

Overnight FHLB borrowings to fund withdrawal and payment of the EPS operation's demand deposits

    (300,558 )
       

  $ (306,053 )
       

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Total transaction consideration at $8.00 per share of First California common stock plus $670 in cash for in-the-money First California stock options

  $ 232,493  

Less cost basis of First California common shares owned by PacWest

    (4,078 )
       

Value of PacWest common stock to be issued

    228,415  

Less:

       

First California common equity

    (210,563 )

PacWest's unrealized gain on First California common stock owned

    (2,052 )
       

Net increase common equity

    15,800  

Conversion of preferred equity into common equity

    (1,000 )
       

Net increase in total stockholders' equity

  $ 14,800  
       
(2)
Cash Paid for Merger Costs and Redemption of Preferred Equity: Represents the amount of cash used in the payment of the estimated merger costs, including transaction expenses, cash paid in lieu of fractional shares and cash payments to holders of First California stock options, and the redemption of the Series C Preferred Stock.

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings
Nine Months Ended September 30, 2012
(In thousands, except per share amounts)

 
  PacWest
Historical
  PacWest 2012
Acquisitions(1)
  PacWest Pro
Forma
  First California
Historical
  Pro Forma
Adjustments(2)
  PacWest and First
California Pro
Forma Combined
 

Interest income:

                                     

Loans and leases

  $ 194,775   $ 10,272   $ 205,047   $ 52,346   $ 3,204 (a)   260,597  

Deposits in financial institutions

    154     2     156     154         310  

Investment securities

    27,484     395     27,879     5,301         33,180  
                           

Total interest income

    222,413     10,669     233,082     57,801     3,204     294,087  
                           

Interest expense:

                                     

Deposits

    10,232     853     11,085     4,028     (531) (b)   14,582  

Borrowings

    2,428     207     2,635     2,739     (899) (c)   4,475  

Subordinated debentures

    2,889         2,889     628         3,517  
                           

Total interest expense

    15,549     1,060     16,609     7,395     (1,430 )   22,574  
                           

Net interest income

    206,864     9,609     216,473     50,406     4,634     271,513  

Provision for credit losses

    (8,486 )   632     (7,854 )   1,500         (6,354 )
                           

Net interest income after provision for credit losses

    215,350     8,977     224,327     48,906     4,634     277,867  
                           

Noninterest income:

                                     

Service charges, commissions and fees

    15,890     33     15,923     2,335         18,258  

Net gain on sales of loans and leases

    1,525     463     1,988     274         2,262  

Net gain on sales of securities

                1,104         1,104  

Other-than-temporary impairment loss on securities

    (1,115 )       (1,115 )   (477 )       (1,592 )

FDIC loss sharing income

    (4,048 )       (4,048 )   131         (3,917 )

Gain on acquisitions

                                     

Other income

    1,563     58     1,621     4,557     (4,172) (d)   2,006  
                           

Total noninterest income

    13,815     554     14,369     7,924     (4,172 )   18,121  
                           

Noninterest expense:

                                     

Compensation

    71,698     3,093     74,791     21,254     (1,149) (d)   94,896  

Occupancy

    21,340     674     22,014     4,845     (128) (d)   26,731  

Other

    44,354     2,126     46,480     13,680     (776) (d)   59,384  

Debt termination

    22,598         22,598             22,598  

Acquisition and integration

    2,997         2,997         (2,997) (e)    

Intangible asset amortization

    5,150     (364 )   4,786     1,682     (233) (f)   6,235  
                           

Total noninterest expense

    168,137     5,529     173,666     41,461     (5,283 )   209,844  
                           

Earnings before income taxes

    61,028     4,002     65,030     15,369     5,745     86,144  

Income tax expense

    (24,119 )   (1,681 )   (25,800 )   (6,135 )   (2,413) (g)   (34,348 )
                           

Net earnings

  $ 36,909   $ 2,321   $ 39,230   $ 9,234   $ 3,332     51,796  
                           

Net earnings per share:

                                     

Basic

  $ 1.00               $ 0.28         $ 1.13 (i)

Diluted

  $ 1.00               $ 0.28         $ 1.13 (i)

Weighted average shares:

                                     

Basic

    35,673.6                 29,230.0     9,184.1 (h)   44,618.3 (i)

Diluted

    35,673.6                 29,587.0     9,296.2 (h)   44,618.3 (i)

Notes:

                                     

(1)
Pacific Western Bank, a wholly-owned subsidiary of PacWest, purchased Marquette Equipment Finance on January 3, 2012, Celtic Capital Corporation on April 3, 2012, and American Perspective Bank on August 1, 2012, which we refer to all together as the PacWest 2012 acquisitions. Each acquisition was a cash transaction and the operating results of each acquired entity are included in PacWest's historical operating results from the respective acquisition dates. The pro forma operating results are to reflect these acquisitions as if they occurred on January 1, 2011.

(2)
See accompanying "Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings Adjustments."

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings
Year Ended December 31, 2011
(In thousands, except per share amounts)

 
  PacWest
Historical
  PacWest 2012
Acquisitions(1)
  PacWest Pro
Forma
  First California
Historical
  Pro Forma
Adjustments(2)
  PacWest and First
California Pro
Forma Combined
 

Interest income:

                                     

Loans and leases

  $ 260,143   $ 32,770   $ 292,913   $ 65,945   $ 4,272 (a) $ 363,130  

Deposits in financial institutions

    356     14     370     350         720  

Investment securities

    34,785     591     35,376     6,303         41,679  
                           

Total interest income

    295,284     33,375     328,659     72,598     4,272     405,529  
                           

Interest expense:

                                     

Deposits

    20,649     1,748     22,397     8,012     (708) (b)   29,701  

Borrowings

    7,071     1,955     9,026     3,750     (1,601) (c)   11,175  

Subordinated debentures

    4,923         4,923     1,342         6,265  
                           

Total interest expense

    32,643     3,703     36,346     13,104     (2,309 )   47,141  
                           

Net interest income

    262,641     29,672     292,313     59,494     6,581     358,388  

Provision for credit losses

    26,570     848     27,418     5,346         32,764  
                           

Net interest income after provision for credit losses

    236,071     28,824     264,895     54,148     6,581     325,624  
                           

Noninterest income:

                                     

Service charges, commissions and fees

    21,445     81     21,526     3,447         24,973  

Net gain on sales of loans and leases

        6,296     6,296             6,296  

Net gain on sales of securities

        66     66     1,022         1,088  

Other-than-temporary impairment loss on securities

                (1,387 )       (1,387 )

FDIC loss sharing income

    7,776         7,776     187         7,963  

Gain on acquisitions

                36,922         36,922  

Other income

    2,205     480     2,685     4,418     (2,676) (d)   4,427  
                           

Total noninterest income

    31,426     6,923     38,349     44,609     (2,676 )   80,282  
                           

Noninterest expense:

                                     

Compensation

    86,800     12,549     99,349     26,510     (1,041) (d)   124,818  

Occupancy

    28,685     1,571     30,256     6,298     (128) (d)   36,426  

Other

    55,480     5,046     60,526     23,367     (655) (d)   83,238  

Acquisition and integration

    600         600         2,997 (e)   3,597  

Intangible asset amortization

    8,428     2,268     10,696     2,289     (357) (f)   12,628  
                           

Total noninterest expense

    179,993     21,434     201,427     58,464     816     260,707  
                           

Earnings before income taxes

    87,504     14,313     101,817     40,293     3,089     145,199  

Income tax expense

    (36,800 )   (6,011 )   (42,811 )   (16,910 )   (1,297) (g)   (61,018 )
                           

Net earnings

  $ 50,704   $ 8,302   $ 59,006   $ 23,383   $ 1,792   $ 84,181  
                           

Net earnings per share:

                                     

Basic

  $ 1.37               $ 0.73         $ 1.83 (i)

Diluted

  $ 1.37               $ 0.71         $ 1.83 (i)

Weighted average shares:

                                     

Basic

    35,490.8                 28,716.0     9,022.6 (h)   44,435.5 (i)

Diluted

    35,490.8                 29,451.0     9,253.5 (h)   44,435.5 (i)

Notes:

                                     

(1)
Pacific Western Bank, a wholly-owned subsidiary of PacWest, purchased Marquette Equipment Finance on January 3, 2012, Celtic Capital Corporation on April 3, 2012, and American Perspective Bank on August 1, 2012, which we refer to all together as the PacWest 2012 acquisitions. Each acquisition was a cash transaction and the operating results of each acquired entity are included in PacWest's historical operating results from the respective acquisition dates. The pro forma operating results are to reflect these acquisitions as if they occurred on January 1, 2011.

(2)
See accompanying "Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings Adjustments."

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings Adjustments

a)
Accretion of discount on loans over 10 years.

b)
Accretion of the time deposit fair value adjustment. Such accretion is over two years using an accelerated method.

c)
The adjustment represents (dollars in thousands):

 
  For the
Nine Months Ended
September 30,
2012
  For the
Year Ended
December 31,
2011
 

Accretion of the borrowings fair value adjustment over a weighted average life of three years

  $ (1,377 ) $ (1,836 )

Borrowing cost from additional borrowings to replace the EPS operation's demand deposits

    478     235  
           

  $ (899 ) $ (1,601 )
           
d)
The adjustments represent the elimination of the historical results of First California's EPS operation.

e)
Merger costs incurred in 2012 reclassified to 2011 as if all of Pacific Western Bank's 2012 acquisitions had occurred on January 1, 2011.

f)
Amortization of the core deposit intangible asset over its estimated life of 7 years and elimination of First California's historical intangible asset amortization.

g)
Represents income taxes on the pro forma adjustments at a combined Federal and California effective tax rate of approximately 42%.

h)
Adjustment reflects the assumed exchange ratio of 0.3142 times the weighted historical average shares outstanding of First California common stock, calculated as described below. The assumed exchange ratio is determined by dividing $8.00 by the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ended on January 11, 2013 of $25.46. The actual volume-weighted average share price of PacWest common stock and exchange ratio may be different from those shown herein.

i)
While the exchange ratio for determining the shares of PacWest common stock to be issued to First California stockholders is subject to adjustment as set forth in the merger agreement, for purposes of the pro forma earnings per share calculations we have used an assumed exchange ratio of 0.3142 of share of PacWest common stock for each share of First California common stock outstanding. The following tables show the pro forma basic and diluted earnings per share computations for the periods indicated.

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  Nine Months Ended September 30, 2012  
 
  PacWest
Historical
  First California
Historical
  PacWest
2012 Acquisitions
and Pro Forma
Adjustments
  PacWest and
First California
Pro Forma
Combined
 

Basic Earnings Per Share:

                         

Net earnings

  $ 36,909   $ 9,234   $ 5,653   $ 51,796  

Less: earnings allocated to unvested
restricted stock(4)

    (1,170 )       (229) (1)   (1,399 )

Less: preferred stock dividend

        (938 )   938 (2)    
                   

Net earnings allocated to
common shares

  $ 35,739   $ 8,296   $ 6,362   $ 50,397  
                   

Weighted-average basic shares and
unvested restricted stock
outstanding

    37,352.4     29,230.0     (20,285.3 )(3)   46,297.1  

Less: weighted-average unvested
restricted stock outstanding

    (1,678.8 )           (1,678.8 )
                   

Weighted-average basic shares
outstanding

    35,673.6     29,230.0     (20,285.3 )   44,618.3  
                   

Basic earnings per share

  $ 1.00   $ 0.28         $ 1.13  
                     

Diluted Earnings Per Share:

                         

Net earnings allocated to common
shares

  $ 35,739   $ 8,296   $ 6,362   $ 50,397  
                   

Weighted-average basic shares
outstanding

    35,673.6     29,230.0     (20,285.3 )   44,618.3  

Add: stock options and convertible
preferred stock

        357.0     (357.0 )(2)    
                   

Weighted-average diluted shares
outstanding

    35,673.6     29,587.0     (20,642.3 )   44,618.3  
                   

Diluted earnings per share

  $ 1.00   $ 0.28         $ 1.13  
                     


 
   
(1)(2)(3)(4)   See footnotes at earnings per share table for the year ended December 31, 2011 on page 122.

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  Year Ended December 31, 2011  
 
  PacWest
Historical
  First California
Historical
  PacWest
2012 Acquisitions
and Pro Forma
Adjustments
  PacWest and
First California
Pro Forma
Combined
 

Basic Earnings Per Share:

                         

Net earnings

  $ 50,704   $ 23,383   $ 10,094   $ 84,181  

Less: earnings allocated to unvested
restricted stock(4)

    (2,072 )       (760) (1)   (2,832 )

Less: preferred stock dividend

        (2,555 )   2,555 (2)    
                   

Net earnings allocated to
common shares

  $ 48,632   $ 20,828   $ 11,889   $ 81,349  
                   

Weighted-average basic shares and
unvested restricted stock
outstanding

    37,141.5     28,716.0     (19,771.3 )(3)   46,086.2  

Less: weighted-average unvested
restricted stock outstanding

    (1,650.7 )           (1,650.7 )
                   

Weighted-average basic shares
outstanding

    35,490.8     28,716.0     (19,771.3 )   44,435.5  
                   

Basic earnings per share

  $ 1.37   $ 0.73         $ 1.83  
                     

Diluted Earnings Per Share:

                         

Net earnings allocated to common
shares

  $ 48,632   $ 20,828   $ 11,889   $ 81,349  
                   

Weighted-average basic shares
outstanding

    35,490.8     28,716.0     (19,771.3 )   44,435.5  

Add: stock options and convertible
preferred stock

        735.0     (735.0 )(2)    
                   

Weighted-average diluted shares
outstanding

    35,490.8     29,451.0     (20,506.3 )   44,435.5  
                   

Diluted earnings per share

  $ 1.37   $ 0.71         $ 1.83  
                     

(1)
Adjustment to reflect the pro forma earnings allocated to unvested restricted stock.

(2)
Eliminates First California preferred stock dividends and First California preferred stockholder and First California stock option holder share dilution as the First California Series C Preferred Stock is assumed to be redeemed, the First California Series A Preferred Stock is assumed to be converted to PacWest common stock and in-the-money First California stock option holders are assumed to be cashed-out.

(3)
Net adjustment to eliminate First California common shares and add the pro forma equivalent common shares.

(4)
Represents cash dividends paid to holders of unvested restricted stock, net of estimated forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.

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        As the merger agreement provides for maximum and minimum exchange ratios, additional pro forma information regarding the sensitivity of the pro forma basic and diluted earnings per share is shown in the following tables.

 
   
   
   
  Nine Months Ended September 30, 2012  
 
  PacWest
Stock Price
  Resultant
Exchange Ratio
  Pro Forma
PacWest Shares
to be Issued(1)
  Pro Forma Net
Earnings
Allocated to
Common Shares
  Pro Forma
Weighted
Average Basic
and Diluted
Shares
  Pro Forma
Basic and
Diluted
Earnings Per
Share
 
 
  (in thousands, except exchange ratio and per share data)
 

Maximum exchange ratio per definitive agreement

  $ 20.00     0.4000     11,387   $ 50,493 (2)   47,060.9 (3) $ 1.07  

PacWest volume-weighted average share price for the 20 trading days ended on January 11, 2013

  $ 25.46     0.3142     8,945   $ 50,397 (2)   44,618.3 (3) $ 1.13  

Minimum exchange ratio per definitive agreement

  $ 27.00     0.2963     8,435   $ 50,376 (2)   44,108.7 (3) $ 1.14  

 

 
   
   
   
  Year Ended December 31, 2011  
 
  PacWest
Stock Price
  Resultant
Exchange Ratio
  Pro Forma
PacWest Shares
to be Issued(1)
  Pro Forma Net
Earnings
Allocated to
Common Shares
  Pro Forma
Weighted
Average Basic
and Diluted
Shares
  Pro Forma
Basic and
Diluted
Earnings Per
Share
 
 
  (in thousands, except exchange ratio and per share data)
 

Maximum exchange ratio per definitive agreement

  $ 20.00     0.4000     11,387   $ 81,501 (2)   46,878.1 (3) $ 1.74  

PacWest volume-weighted average share price for the 20 trading days ended on January 11, 2013

  $ 25.46     0.3142     8,945   $ 81,349 (2)   44,435.5 (3) $ 1.83  

Minimum exchange ratio per definitive agreement

  $ 27.00     0.2963     8,435   $ 81,315 (2)   43,925.9 (3) $ 1.85  

(1)
Based on shares of First California common stock outstanding on September 30, 2012 of 28,468,204; such amount includes 342,164 shares of common stock issuable upon conversion of First California Series A Preferred Stock (as of October 31, 2012) and excludes 1,094,231 shares of First California common stock held by PacWest that will be cancelled in the merger.

(2)
"PacWest and First California Pro Forma Combined" net earnings less earnings allocated to unvested First California restricted stock.

(3)
Represents PacWest's historical weighted average basic and diluted shares outstanding plus "Pro Forma PacWest Shares to be Issued" based on the respective "Resultant Exchange Ratio."

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COMPARISON OF STOCKHOLDERS' RIGHTS

General

        First California is incorporated under the laws of the State of Delaware and the rights of First California stockholders are governed by the laws of the State of Delaware, First California's certificate of incorporation and First California's bylaws. As a result of the merger, First California stockholders will receive shares of PacWest common stock and will become PacWest stockholders. PacWest is incorporated under the laws of the State of Delaware and the rights of PacWest stockholders are governed by the laws of the State of Delaware, PacWest's certificate of incorporation and PacWest's bylaws. Thus, following the merger, the rights of First California stockholders who become PacWest stockholders in the merger will continue to be governed by the laws of the State of Delaware, but will no longer be governed First California's certificate of incorporation and First California's bylaws and instead will be governed by the PacWest certificate of incorporation and the PacWest bylaws.


Comparison of Stockholders' Rights

        Set forth below is a summary comparison of material differences between the rights of PacWest stockholders under the PacWest certificate of incorporation and the PacWest bylaws (right column), and the rights of First California stockholders under the First California certificate of incorporation and First California bylaws (left column). The summary set forth below discusses all material differences between the rights of PacWest stockholders and First California stockholders under such documents. Copies of the full text of the PacWest certificate of incorporation and PacWest bylaws currently in effect, and the First California certificate of incorporation and First California by-laws currently in effect, are available, without charge, by following the instructions in the section entitled "Where You Can Find More Information" beginning on page v.

First California   PacWest
Authorized Capital Stock

First California's amended and restated certificate of incorporation states that the authorized capital stock of First California consists of 100 million shares of common stock and 2.5 million shares of preferred stock. As of the First California record date, there were [    ] shares of First California common stock outstanding and [    ] shares of First California preferred stock outstanding.

 

PacWest's amended certificate of incorporation states that the authorized capital stock of PacWest consists of 75 million shares of common stock and 5 million shares of preferred stock. As of the PacWest record date, there were [    ] shares of PacWest common stock outstanding and no shares of PacWest preferred stock outstanding.

Number of Directors

First California's amended and restated by-laws state that number of directors comprising the board of directors will be from seven (7) to thirteen (13), with exact number to be determined from time to time by the board of directors. There are currently eight (8) members of the First California board of directors.

 

PacWest's bylaws state that the number of directors comprising the board of directors will be from seven (7) to fifteen (15), with the exact number to be determined from time to time by the PacWest board of directors. There are currently thirteen (13) members of the PacWest board of directors.

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First California   PacWest

Election of Directors

First California's amended and restated certificate of incorporation provides that each stockholder is entitled to one vote for each share of stock held by such stockholder. Cumulative voting is permitted.

 

PacWest's amended certificate of incorporation provides that each stockholder is entitled to one vote for each share of stock held by such stockholder. Cumulative voting is permitted so long as the name of the candidates for whom such votes would be cast has been placed in nomination prior to the voting and at least one stockholder has given notice at the meeting prior to the voting of such stockholder's intention to cumulate his votes.

Classification of Board of Directors

First California's amended and restated by-laws do not provide for a classified board of directors; each director serves until their respective successors are elected.

 

PacWest's bylaws do not provide for a classified board of directors; each director serves until their respective successors are elected.

Removal of Directors

Under First California's amended and restated by-laws, any director may be removed, with or without cause, at any meeting of stockholders called expressly for such purpose by a vote of the holders of a majority of shares entitled to vote for the election of directors. However, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.

 

Under PacWest's bylaws, any director may be removed, with or without cause, at any meeting of stockholders called expressly for such purpose by a vote of the holders of a majority of shares entitled to vote for the election of directors. However, if the certificate of incorporation provides for cumulative voting and less than the entire board of directors is to be removed, then no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of directors.

Nomination of Director Candidates by Stockholders

First California's amended and restated by-laws permit stockholders who are entitled to vote in the meeting of stockholders to nominate a director for election if notice is delivered to the corporate secretary not less than 90 nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year, with the notice period varying for certain instances as set forth in the amended and restated by-laws.

 

PacWest's bylaws permit stockholders who are entitled to vote in the meeting of stockholders to nominate a director for election if notice is delivered to the corporate secretary not less than 90 nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year, with the notice period varying for certain instances as set forth in the bylaws.

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First California   PacWest

Stockholder Action Without a Meeting

According to First California's amended and restated certificate of incorporation, no action required to be taken or which may be taken at any annual or special meeting of First California stockholders may be taken without a meeting.

 

According to PacWest's bylaws, any action required or permitted to be taken at any annual or special stockholders' meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing is delivered to PacWest, setting forth the action to be taken, is signed by the number of stockholders whose affirmative vote would be required to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Special Meetings of Stockholders

First California may call a special stockholders meeting upon the written request of the president, the chairman of the board of directors, the vice chairman of the board of directors, the president or the board of directors, or of the First California stockholders who together own of record a majority of the outstanding shares of First California stock that would be entitled to vote at such a meeting.

 

PacWest may call a special stockholders meeting upon the written request of the chairman of the board of directors, the vice chairman of the board of directors, the chief executive officer or the board of directors, or of the PacWest stockholders who together hold not less than ten percent of the outstanding shares of PacWest stock that would be entitled to vote at such a meeting.

Indemnification of Directors and Officers

First California's amended and restated certificate of incorporation provides that First California is authorized to provide indemnification to the fullest extent permitted by applicable law of agents of First California through by-law provisions, agreements with such agents or other persons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 145 of the DGCL, with respect to actions for breach of duty to First California, its stockholders, and others.

First California's amended and restated by-laws provides that First California will indemnify any person who is or was or has agreed to become a director or officer of First California who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become a director or officer of First California, to the fullest extent permitted by law.

 

PacWest's amended certificate of incorporation provides that a director of the Company shall not be liable to PacWest or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under Delaware law.

PacWest's bylaws also provides that PacWest will indemnify any person who is or was or has agreed to become a director or officer of PacWest who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become a director or officer of PacWest, to the fullest extent permitted by law.

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First California   PacWest

Amendments to Certificate of Incorporation and Bylaws

First California's amended and restated certificate of incorporation may be amended by the corporation in any manner allowed under Delaware law. Articles IV, V, VI, and X may not be repealed or amended in any respect unless such repeal or amendment is approved by the affirmative vote of the holders of not less than two-thirds (2/3) of the total voting power of all outstanding shares of voting stock.

First California's amended and restated by-laws may be amended by the board of directors, but the stockholders entitled to vote may adopt additional bylaws and may amend or repeal any bylaw whether or not adopted by them.

 

PacWest's amended certificate of incorporation may be amended in any manner allowed under Delaware law.

PacWest's bylaws may be amended by the board of directors, but the stockholders entitled to vote may adopt additional bylaws and may amend or repeal any bylaw whether or not adopted by them.

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EXPERTS

        The consolidated financial statements of PacWest and its subsidiaries as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2011 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of First California and subsidiaries as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011 have been incorporated by reference herein and in the registration statement in reliance upon the reports of Moss Adams LLP, independent registered public accounting firm, which are incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing.


LEGAL OPINIONS

        Wachtell, Lipton, Rosen and Katz and Skadden, Arps, Slate, Meagher & Flom LLP will deliver prior to the effective time of the merger their opinions to PacWest and First California, respectively, as to certain United States federal income tax consequences of the merger. Please see the section entitled "Material United States Federal Income Tax Consequences of the Merger" beginning on page 110. The validity of the PacWest common stock to be issued in connection with the merger will be passed upon for PacWest by Jared M. Wolff, General Counsel of PacWest. As of January 16, 2013, Mr. Wolff beneficially owned shares of PacWest common stock representing less than 1% of the total outstanding shares of PacWest common stock.


OTHER MATTERS

        As of the date of this document, neither the PacWest nor the First California boards of directors know of any matters that will be presented for consideration at their respective special meetings other than as described in this document. However, if any other matter shall properly come before either the PacWest special meeting or the First California special meeting or any adjournment or postponement thereof and shall be voted upon, the proposed proxies will be deemed to confer authority to the individuals named as authorized therein to vote the shares represented by the proxy as to any matters that fall within the purposes set forth in the notices of special meetings.


FIRST CALIFORNIA ANNUAL MEETING STOCKHOLDER PROPOSALS

        First California held its 2012 annual meeting of stockholders on May 7, 2012. If the merger is completed, First California will not have public stockholders and there will be no public participation in any future meeting of stockholders. However, if the merger is not completed or if First California is otherwise required to do so under applicable law, First California will hold a 2013 annual meeting of stockholders. Any stockholder nominations or proposals for other business intended to be presented at First California's next annual meeting must be submitted to First California as set forth below.

        If First California holds a 2013 annual meeting of stockholders within 30 days of May 7, 2013, any stockholder proposal intended for inclusion in First California's proxy statement and proxy card relating to its 2013 annual meeting of stockholders must do so in writing and it must be received at First California's principal executive offices on or before December 6, 2012. Nothing in this paragraph shall be deemed to require First California to include in its proxy statement and proxy card for such meeting any stockholder proposal which does not meet the requirements of the SEC in effect at the time. Any such proposal must comply with the SEC's stockholder proposal rule, Rule 14a-8, under the Exchange

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Act. Please address your stockholder proposals to: Corporate Secretary, First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, California 91361.

        If First California holds a 2013 annual meeting of stockholders within 30 days of May 7, 2013, in order for stockholder proposals of First California stockholders made outside of Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at First California's principal executive offices not later than February 16, 2013. First California's by-laws require that proposals of stockholders made outside of Rule 14a-8 under the Exchange Act must be submitted, in accordance with the requirements of the First California's by-laws, not earlier than January 7, 2013, and not later than February 7, 2013. Article I, Section 1.11 of First California's by-laws governs submission of matters for presentation at stockholder meetings.


PACWEST ANNUAL MEETING STOCKHOLDER PROPOSALS

        To be eligible under Rule 14a-8 under the Exchange Act and under PacWest's amended and restated bylaws for inclusion in PacWest's proxy statement, proxy card, and presentation at PacWest's 2013 annual meeting of stockholders, a proper stockholder proposal must have been received by PacWest at its principal offices at 10250 Constellation Blvd., Suite 1640, Los Angeles, California 90067 no later than December 7, 2012, which is 120 calendar days before the anniversary of the date on which PacWest first mailed its proxy statement for 2012. The notice must be in the manner and form required by PacWest's bylaws and Rule 14a-8 under the Exchange Act.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows PacWest and First California to incorporate certain information into this joint proxy statement/prospectus by reference to other information that has been filed with the SEC. The information incorporated by reference is deemed to be part of this joint proxy statement/prospectus, except for any information that is superseded by information in this joint proxy statement/prospectus. The documents that are incorporated by reference contain important information about the companies and you should read this joint proxy statement/prospectus together with any other documents incorporated by reference in this joint proxy statement/prospectus.

        This joint proxy statement/prospectus incorporates by reference the following documents that have previously been filed with the SEC by PacWest (File No. 000-30747):

        This document also incorporates by reference the following documents that have previously been filed with the SEC by First California (File No. 000-52498):

        In addition, PacWest and First California are incorporating by reference any documents they may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this document and prior to the date of the respective special meetings of the PacWest stockholders and the First California stockholders, provided, however, that PacWest and First California are not incorporating by reference any information furnished (but not filed), except as otherwise specified herein.

        Both PacWest and First California file annual, quarterly and special reports, proxy statements and other business and financial information with the SEC. You may obtain the information incorporated by reference and any other materials First California or PacWest file with the SEC without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page v of this joint proxy statement/prospectus.

        Neither PacWest nor First California has authorized anyone to give any information or make any representation about the merger or its companies that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated into this joint proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this joint proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to

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direct these types of activities, then the offer presented in this joint proxy statement/prospectus does not extend to you. The information contained in this joint proxy statement/prospectus speaks only as of the date of this joint proxy statement/prospectus unless the information specifically indicates that another date applies.

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Appendix A—Merger Agreement

AGREEMENT AND PLAN OF MERGER

by and between

PACWEST BANCORP

and

FIRST CALIFORNIA FINANCIAL GROUP, INC.

Dated as of November 6, 2012


Table of Contents


TABLE OF CONTENTS

 
  Page

ARTICLE I THE MERGER

  A-1

1.1        The Merger

  A-1

1.2        Effective Time

  A-2

1.3        Effects of the Merger

  A-2

1.4        Conversion of Company Securities

  A-2

1.5        Equity Awards

  A-3

1.6        Changes in Company Common Stock or Parent Common Stock

  A-3

1.7        Certificate of Incorporation and By-Laws of the Surviving Corporation

  A-4

1.8        Directors and Officers

  A-4

1.9        Directors of Parent

  A-4

1.10      Tax Consequences

  A-4

ARTICLE II DELIVERY OF MERGER CONSIDERATION

 
A-4

2.1        Exchange Agent

  A-4

2.2        Exchange Procedures

  A-5

2.3        Fractional Interests

  A-6

2.4        Termination of Exchange Fund

  A-6

2.5        Withholding Rights

  A-6

2.6        Payment to Other Persons

  A-7

2.7        Lost Certificates

  A-7

2.8        Transfer Books

  A-7

ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY

 
A-7

3.1        Standard

  A-7

3.2        Corporate Organization

  A-8

3.3        Capitalization

  A-8

3.4        Authority; No Violation

  A-9

3.5        Consents and Approvals

  A-10

3.6        Reports; Regulatory Matters

  A-11

3.7        Financial Statements

  A-11

3.8        Absence of Certain Changes or Events

  A-13

3.9        Compliance with Applicable Law

  A-14

3.10      Legal Proceedings

  A-14

3.11      Taxes and Tax Returns

  A-15

3.12      Employee Matters

  A-16

3.13      Labor

  A-17

3.14      Contracts

  A-18

3.15      Intellectual Property

  A-19

3.16      Insurance

  A-19

3.17      Affiliate Transactions

  A-19

3.18      Opinion

  A-20

3.19      Broker's Fees

  A-20

3.20      Company Information

  A-20

3.21      Loans

  A-20

3.22      Derivative Transactions

  A-21

3.23      Allowance for Loan Losses

  A-21

3.24      Investment Securities

  A-22

3.25      Title to Property

  A-22

3.26      Environmental Liability

  A-23

A-i


Table of Contents

 
  Page

3.27      Takeover Laws

  A-23

3.28      No Other Representations or Warranties

  A-23

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT

 
A-23

4.1        Standard

  A-24

4.2        Corporate Organization

  A-24

4.3        Capitalization

  A-24

4.4        Authority; No Violation

  A-25

4.5        Consents and Approvals

  A-26

4.6        Reports; Regulatory Matters

  A-26

4.7        Financial Statements

  A-27

4.8        Absence of Certain Changes or Events

  A-28

4.9        Compliance with Applicable Law

  A-28

4.10      Legal Proceedings

  A-29

4.11      Taxes and Tax Returns

  A-29

4.12      Employee Matters

  A-30

4.13      Labor

  A-31

4.14      Contracts

  A-31

4.15      Intellectual Property

  A-31

4.16      Insurance

  A-32

4.17      Affiliate Transactions

  A-32

4.18      Broker's Fees

  A-32

4.19      Parent Information

  A-32

4.20      Loans

  A-33

4.21      Derivative Transactions

  A-33

4.22      Allowance for Loan Losses

  A-33

4.23      Investment Securities

  A-33

4.24      Title to Property

  A-34

4.25      Environmental Liability

  A-34

4.26      Available Funds

  A-35

4.27      Ownership of Shares

  A-35

4.28      No Other Representations or Warranties

  A-35

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS

 
A-35

5.1        Conduct of Businesses Prior to the Effective Time

  A-35

5.2        Company Forbearances

  A-35

5.3        Parent Forbearances

  A-38

ARTICLE VI ADDITIONAL AGREEMENTS

 
A-39

6.1        Form S-4 and Joint Proxy Statement; Stockholder Approvals

  A-39

6.2        Efforts; Regulatory Filings and Other Matters

  A-40

6.3        Access to Information

  A-41

6.4        Employee Matters

  A-42

6.5        Indemnification; Advancement of Expenses; Exculpation and Insurance

  A-43

6.6        Exemption from Liability Under Section 16(b)

  A-44

6.7        No Solicitation; Change of Recommendation

  A-44

6.8        Certain Tax Matters

  A-47

6.9        Bank Merger

  A-47

6.10      Advice of Changes

  A-48

6.11      Stock Exchange Listing

  A-48

A-ii


Table of Contents

 
  Page

ARTICLE VII CONDITIONS PRECEDENT

  A-48

7.1        Conditions to Each Party's Obligation To Effect the Merger

  A-48

7.2        Conditions to Obligations of Parent

  A-49

7.3        Conditions to Obligations of the Company

  A-49

ARTICLE VIII TERMINATION AND AMENDMENT

 
A-49

8.1        Termination

  A-49

8.2        Effect of Termination

  A-51

8.3        Fees and Expenses

  A-51

8.4        Amendment

  A-52

8.5        Extension; Waiver

  A-52

ARTICLE IX GENERAL PROVISIONS

 
A-52

9.1        Closing

  A-52

9.2        Nonsurvival of Representations, Warranties and Agreements

  A-52

9.3        Notices

  A-52

9.4        Interpretation

  A-53

9.5        Counterparts

  A-54

9.6        Entire Agreement

  A-54

9.7        Governing Law; Jurisdiction; Waiver of Jury Trial

  A-54

9.8        Publicity

  A-54

9.9        Assignment; Third Party Beneficiaries

  A-55

9.10      Specific Performance

  A-55

9.11      Disclosure Letters

  A-55

9.12      Definitions

  A-56

A-iii


Table of Contents


INDEX OF DEFINED TERMS

 
  Section

Acquisition Proposal

  6.7(f)

Agreement

  Preamble

ALL

  3.23

Alternative Transaction

  6.7(f)

Average Parent Common Stock Price

  9.12(a)

Bank Merger

  6.9

Bank Subsidiary

  Recitals

Bankruptcy and Equity Exception

  3.4(a)

BHC Act

  3.2(b)

Book-Entry Shares

  1.4(a)(ii)

Capital Action

  9.12(b)

CDFI

  3.5

Certificate

  1.4(a)(ii)

Certificate of Merger

  1.2

Change in Control

  6.4(f)

Change of Recommendation

  6.7(c)

Closing

  9.1

Closing Date

  9.1

Code

  Recitals

Company

  Preamble

Company Benefit Plans

  3.12(a)

Company Board

  Recitals

Company Board Recommendation

  6.1(c)

Company By-Laws

  3.2(c)

Company Capitalization Date

  3.3(a)

Company Certificate

  3.2(c)

Company Common Stock

  1.4(a)(i)

Company Contract

  3.14(b)

Company Derivative Transactions

  3.22

Company Disclosure Letter

  9.11

Company Financial Statements

  3.7(a)

Company Intellectual Property

  9.12(c)

Company Leased Premises

  3.25(a)

Company Loan

  3.21(a)

Company Owned Real Property

  3.25(a)

Company Policies

  3.16

Company Preferred Stock

  1.4(d)

Company Real Property Leases

  3.25(a)

Company Report

  3.6(a)

Company Restricted Share

  1.5(b)

Company SEC Reports

  3.6(b)

Company Stock Option

  1.5(a)

Company Stockholder Approval

  6.1(c)

Company Stockholder Meeting

  9.12(d)

Company Voting Debt

  3.3(a)

Confidentiality Agreement

  6.3(b)

Covered Employee

  6.4(a)

CRA

  3.9(c)

DGCL

  Recitals

DIF

  3.2(b)

DPC Common Shares

  1.4(b)

Effective Time

  1.2

Environmental Laws

  3.26(a)

ERISA

  3.12(a)

ERISA Affiliate

  3.12(a)

Exchange Act

  3.6(b)

Exchange Agent

  2.1

Exchange Agent Agreement

  2.1

Exchange Fund

  2.1

Exchange Ratio

  9.12(e)

FDIC

  3.2(b)

Federal Reserve

  3.5

Form S-4

  3.5

GAAP

  9.12(g)

Governmental Entity

  3.5

Indemnified Parties

  6.5(a)

Insurance Amount

  6.5(c)

Intellectual Property

  9.12(g)

Joint Proxy Statement

  3.5

Knowledge

  9.12(h)

Law

  3.9(a)

Letter of Transmittal

  2.2(a)

Liens

  3.3(c)

Loss Share Agreement

  3.14(a)(viii)

Loss Share Agreement Condition

  7.1(c)

Material Adverse Effect

  3.8(a)

Materially Burdensome Regulatory Condition

  9.12(i)

Merger

  Recitals

Merger Consideration

  1.4(a)(i)

NASDAQ

  4.5

Notice of Superior Proposal

  6.7(d)(ii)(1)

OREO

  3.25(a)

Outside Date

  8.1(c)(i)

Parent

  Preamble

Parent Bank

  Recitals

Parent Benefit Plans

  4.12(a)

Parent Board

  Recitals

Parent By-Laws

  4.2(c)

Parent Capitalization Date

  4.3(a)

Parent Certificate

  4.2(c)

Parent Common Stock

  1.4(a)(i)

Parent Derivative Transactions

  4.21

Parent Disclosure Letter

  9.11

Parent Financial Statements

  4.7(a)

Parent Intellectual Property

  9.12(j), 9.12(j)

Parent Leased Premises

  4.24(a)

Parent Loan

  4.20(a)

Parent Owned Real Property

  4.24(a)

Parent Policies

  4.16

Parent Preferred Stock

  4.3(a)

Parent Real Property Leases

  4.24(a)

Parent Report

  4.6(a)

Parent Restricted Share

  4.3(a)

Parent SEC Reports

  4.6(b)

Parent Stock Option

  4.3(a)

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Table of Contents

 
  Section

Parent Stockholder Approval

  6.1(d)

Parent Stockholder Meeting

  9.12(k), 9.12(k)

Parent Termination Fee

  8.3(c)(ii)

Parent Voting Debt

  4.3(a)

Permitted Encumbrances

  3.25(a)

Preferred Stock Merger Consideration

  1.4(d)

Previously Disclosed

  9.12(l)

PSBK Merger Agreement

  3.3(a)

Regulatory Agencies

  3.6(a)

Regulatory Approvals

  3.5

Remedial Action

  9.12(m)

Representatives

  6.7(a)

Requisite Regulatory Approvals

  7.1(c)

Rights

  3.3(a)

Sarbanes-Oxley Act

  3.6(b)

SEC

  3.5

Securities Act

  3.3(a)

Series A Merger Consideration

  1.4(c)

Series A Preferred Stock

  1.4(c)

Series C Merger Consideration

  1.4(d)

Series C Preferred Stock

  1.4(d)

Software

  9.12(n)

SRO

  3.5

Subsidiary

  9.12(o)

Superior Proposal

  6.7(g)

Surviving Corporation

  Recitals

Tax

  9.12(p)

Tax Return

  9.12(q)

Taxes

  9.12(p)

Termination Fee

  8.3(b)(iii)

Trust Account Common Shares

  1.4(b)

Voting and Support Agreement

  Recitals

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        AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2012 (this "Agreement"), by and between PacWest Bancorp, a Delaware corporation ("Parent") and First California Financial Group, Inc., a Delaware corporation (the "Company").


RECITALS

        WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), the Company will merge with and into Parent (the "Merger"), with Parent as the surviving corporation in the Merger (sometimes referred to in such capacity as the "Surviving Corporation"); and

        WHEREAS, the Board of Directors of the Company (the "Company Board") has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interest of the Company and the Company's stockholders, and has approved this Agreement and the transactions contemplated hereby, including the Merger, all upon the terms and subject to the conditions set forth herein; and

        WHEREAS, simultaneously with the Merger, First California Bank, a California state-chartered bank and a wholly owned subsidiary of the Company ("Bank Subsidiary"), will merge with and into Pacific Western Bank, a California state-chartered bank and wholly owned subsidiary of Parent ("Parent Bank"), with Parent Bank as the surviving corporation; and

        WHEREAS, the Board of Directors of Parent (the "Parent Board") has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Parent and Parent's stockholders, and has approved this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Common Stock in connection with the Merger, all upon the terms and subject to the conditions set forth herein; and

        WHEREAS, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the parties intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement be, and is hereby adopted as, a plan of reorganization for purposes of Sections 354 and 361 of the Code; and

        WHEREAS, as an inducement for each party to enter into this Agreement, certain stockholders of each of the Company and Parent have simultaneously herewith entered into a Voting and Support Agreement substantially in the form attached hereto as Exhibit A (each a "Voting and Support Agreement" and collectively, the "Voting and Support Agreements") in connection with the Merger; and

        WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


ARTICLE I

THE MERGER

        1.1    The Merger.    Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, the Company shall merge with and into Parent. As a result of the Merger, the separate corporate existence of the Company shall cease and Parent shall continue as the Surviving Corporation in the Merger.

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        1.2    Effective Time.    Immediately following the Closing on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The term "Effective Time" shall be the date and time when the filing of the Certificate of Merger becomes effective or at such other date and time as may be set forth in the Certificate of Merger.

        1.3    Effects of the Merger.    At and after the Effective Time, the Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges and powers of Parent and the Company shall vest in the Surviving Corporation, and all claims, obligations, liabilities, debts and duties of Parent and the Company shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

        1.4    Conversion of Company Securities.    At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

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        1.5    Equity Awards.    

        1.6    Changes in Company Common Stock or Parent Common Stock.    Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the number of outstanding shares of Company Common Stock or Parent Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class of shares, by reason of any stock dividend, subdivision, reclassification, recapitalization, stock split (including a reverse stock

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split), combination or exchange of shares, the Merger Consideration and any similarly dependent items, such as the Exchange Ratio, shall be correspondingly adjusted to provide the holders of Company Common Stock and other securities the same economic effect as contemplated by this Agreement prior to such event.

        1.7    Certificate of Incorporation and By-Laws of the Surviving Corporation.    The certificate of incorporation and by-laws of Parent as in effect immediately prior to the Merger shall be the certificate of incorporation and by-laws of the Surviving Corporation following the Merger.

        1.8    Directors and Officers.    Subject to applicable Law and except as set forth in Section 1.9, at and immediately after the Effective Time, the directors of the Surviving Corporation shall consist of the directors of Parent in office immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal. The officers of Parent immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

        1.9    Directors of Parent.    Parent and the Parent Board shall take all actions necessary, including adjusting the size of the Parent Board, if necessary, so that, as of the Effective Time the members of the Parent Board shall consist of (i) the directors of Parent in office immediately prior to the Effective Time and (ii) two individuals designated by the Company Board, each of whom shall be approved by the Compensation, Nominating and Governance Committee of the Parent Board and shall meet the independence requirements under the NASDAQ listing rules. Such Company director designees shall be entitled to compensation, indemnification and expense reimbursement in connection with his or her role as a director to the same extent as other directors on the Board of Directors of the Surviving Corporation.

        1.10    Tax Consequences.    It is intended that, for U.S. federal income tax purposes, the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement be, and is hereby adopted as, a plan of reorganization for purposes of Sections 354 and 361 of the Code.


ARTICLE II

DELIVERY OF MERGER CONSIDERATION

        2.1    Exchange Agent.    Prior to the Effective Time, Parent shall, at its own cost and expense, appoint a bank or trust company reasonably acceptable to the Company, pursuant to an agreement (the "Exchange Agent Agreement") to act as exchange agent (the "Exchange Agent") hereunder. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, Company Preferred Stock and Company Stock Options, as applicable, (i) an aggregate number of shares of Parent Common Stock and an aggregate number of shares of Parent Preferred Stock (as applicable) equal to the aggregate Merger Consideration and Preferred Stock Merger Consideration (as applicable), (ii) immediately available funds, as required to make payments to holders of Company Stock Options pursuant to Section 1.5(a), (iii) immediately available funds, as required to make payments in lieu of any fractional shares pursuant to Section 2.3, and (iv) any cash or other consideration as required for any dividends or other distributions pursuant to Section 2.2(d) (such cash, Parent Common Stock and Parent Preferred Stock, together with any dividends or distributions with respect thereto, as contemplated pursuant to clauses (i) through (iv) of this Section 2.1 being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver out of the Exchange Fund the Parent Common Stock or Parent Preferred Stock (as applicable) contemplated to be issued pursuant to Section 1.4, the dividends or other distributions contemplated to be delivered pursuant to Section 2.2(d), the cash in lieu of fractional shares contemplated to be paid pursuant to Section 2.3,

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and the cash contemplated to be paid pursuant to Section 1.5(a). The Exchange Fund shall not be used for any purpose other than as contemplated by this Section 2.1 and by Section 2.4.

        2.2    Exchange Procedures.    

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        2.3    Fractional Interests.    No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates or with respect to Book-Entry Shares, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall receive, in lieu thereof, an amount in cash (without interest, rounded to the nearest whole cent and subject to the amount of any withholding Taxes as contemplated in Section 2.5) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the Average Parent Common Stock Price. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of this Article II.

        2.4    Termination of Exchange Fund.    Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company as of the first anniversary of the Effective Time shall be delivered to Parent; provided that to the extent at any time prior to such date that is one year after the Effective Time, any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Exchange Agent shall first notify Parent and, at Parent's option, such portion shall instead be paid to Parent. In such event, any former stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration and Preferred Stock Merger Consideration (as applicable) and any unpaid dividends and distributions on the Parent Common Stock or Parent Preferred Stock deliverable in respect of each share of Company Common Stock or Company Preferred Stock without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock or Company Preferred Stock (as applicable) for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.

        2.5    Withholding Rights.    Each of Parent and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder of Company Common Stock, and from any cash payments made to holders of Company Stock Options and any other cash payments made pursuant to the terms of this Agreement, such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares

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of Company Common Stock or to the holder of Company Stock Options, as applicable, in respect of whom such deduction and withholding was made by Parent or the Exchange Agent, as the case may be.

        2.6    Payment to Other Persons.    In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Stock or shares of Company Preferred Stock (as applicable) that is not registered in the stock transfer records of the Company, the shares of Parent Common Stock or Parent Preferred Stock, as applicable, comprising the Merger Consideration or Preferred Stock Merger Consideration shall be issued in exchange therefor to a person other than the person in whose name the Certificate or Book-Entry Shares or shares of Company Preferred Stock so surrendered is registered if the Certificate or Book-Entry Shares or Company Preferred Stock certificate formerly representing such Company Common Stock or Company Preferred Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other similar Taxes required by reason of the issuance to a person other than the registered holder of the Certificate or Book-Entry Shares or shares of Company Preferred Stock or establish to the reasonable satisfaction of Parent that the Tax has been paid or is not applicable.

        2.7    Lost Certificates.    If any Certificate or Company Preferred Stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate or Company Preferred Stock certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as Parent or the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate or Company Preferred Stock certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate or Company Preferred Stock certificate the Merger Consideration or Preferred Stock Merger Consideration, as applicable, deliverable in respect thereof pursuant to this Agreement.

        2.8    Transfer Books.    At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock theretofore outstanding on the records of the Company. If any Certificates or Book-Entry Shares or Company Preferred Stock certificates are presented to the Surviving Corporation for transfer following the Effective Time, they shall be cancelled against delivery of the Merger Consideration or Preferred Stock Merger Consideration, as applicable, as provided in Section 1.4, for each share of Company Common Stock or Company Preferred Stock formerly represented by such Certificates or Book-Entry Shares or Company Preferred Stock certificates.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

        Except as (i) Previously Disclosed by the Company or (ii) disclosed in any report, schedule, form or other document filed with, or furnished to, the SEC by the Company since January 1, 2011 but prior to the date hereof (excluding any disclosures set forth under the heading "Risk Factors" and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such reports to the extent they are cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to Parent as follows:

        3.1    Standard.    No representation or warranty of the Company contained in this Article III (other than (x) the representations and warranties in Sections 3.2(a), 3.2(b), 3.4(a), 3.4(b)(i) and 3.19, which shall be true and correct in all material respects, (y) the representation and warranty in Section 3.3(a) and Section 3.3(b) which shall be true in correct except to a de minimis extent and (z) Section 3.8(a) which shall be true and correct in all respects) shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, or failed to satisfy a related condition, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation or warranty contained in this Article III, has had or is reasonably likely to have a Material Adverse Effect on the Company (disregarding any materiality or Material Adverse Effect qualification contained in any such representations or warranties).

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        3.2    Corporate Organization.    

        3.3    Capitalization.    

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        3.4    Authority; No Violation.    

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        3.5    Consents and Approvals.    Except for (i) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the "Federal Reserve"), the FDIC, the State of California Department of Financial Institutions (the "CDFI"), and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the "Regulatory Approvals"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any supplements or amendments thereto, the "Joint Proxy Statement") and of a registration statement on Form S-4 with respect to issuance of the shares of Parent Common Stock in connection with the Merger (the "Form S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of a certificate of merger with the CDFI to give effect to the Bank Merger and (iv) any notices to or filings with the U.S. Small Business Administration, no consents or approvals of or notices to or filings with any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each, a "Governmental Entity") or the NASDAQ Global Market, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an "SRO") are necessary in connection with the execution and delivery of this Agreement and the consummation by the Company of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, the Company is not aware of any reason why the Requisite Regulatory Approvals (as defined below) would not be received on a timely basis. The only material third-party consents necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation of the transactions contemplated hereby not referenced above are set forth in Section 3.5 of the Company Disclosure Letter.

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        3.6    Reports; Regulatory Matters.    

        3.7    Financial Statements.    

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        3.8    Absence of Certain Changes or Events.    

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        3.9    Compliance with Applicable Law.    

        3.10    Legal Proceedings.    Neither the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Company's Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions, suits or governmental or regulatory investigations of any nature against the Company or any of its Subsidiaries. There is no judgment, settlement agreement, order, injunction, decree or regulatory restriction (other than those of general application that apply to similarly situated bank or savings and loan holding companies or their Subsidiaries) imposed upon the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to Parent or any of its Subsidiaries).

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        3.11    Taxes and Tax Returns.    

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        3.12    Employee Matters.    

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        3.13    Labor.    

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        3.14    Contracts.    

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        3.15    Intellectual Property.    

        3.16    Insurance.    The Company and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of the Company reasonably has determined to be prudent and consistent with industry practices. The Company and its Subsidiaries are in compliance with their insurance policies (the "Company Policies") and are not in default under any of the terms thereof, and each such policy is outstanding and in full force and effect. Except for policies insuring against potential liabilities of officers, directors and employees of the Company and its Subsidiaries, the Company or the applicable Subsidiary is the sole beneficiary of such policies, all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion. Neither the Company nor any of its Subsidiaries has received written notice of any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of the Company Policies. There is no claim for coverage by the Company or any of its Subsidiaries pending under any of the Company Policies as to which coverage has been questioned, denied or disputed by the underwriters of the Company Policies or in respect of which such underwriters have reserved their rights.

        3.17    Affiliate Transactions.    Except as part of the normal and customary terms of an individual's employment or service as a director, neither the Company nor any of its Subsidiaries is a party to any extension of credit (as debtor, creditor, guarantor or otherwise), contract for goods or services, lease or other agreement or arrangement with any (A) affiliate, (B) insider or related interest of an insider, or (C) stockholder owning 5% or more of the outstanding Company Common Stock or related interest of such a stockholder , except for those of the type available to employees of the Company generally. For purposes of the preceding sentence, the term "affiliate" shall have the meaning assigned in Regulation W issued by the Federal Reserve, as amended, and the terms "insider," "related interest,"

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and "executive officer" shall have the meanings assigned in the Federal Reserve's Regulation O, as amended.

        3.18    Opinion.    The Company Board has received an opinion from Keefe, Bruyette & Woods, Inc. to the effect that, as of the date of this Agreement and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Exchange Ratio in the Merger is fair, from a financial point of view, to the holders of shares of Company Common Stock. Such opinion has not been rescinded or modified in any material respect.

        3.19    Broker's Fees.    Except pursuant to an engagement letter between the Company and Keefe, Bruyette & Woods, Inc., a true, complete and correct copy of which has been made available to Parent prior to the date hereof, neither the Company or any of its Subsidiaries nor any of their respective officers, directors, employees or agents has utilized any broker, finder or financial advisor or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or any other transactions contemplated by this Agreement.

        3.20    Company Information.    

        3.21    Loans.    

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        3.22    Derivative Transactions.    All transactions involving any swap, forward, future, option, cap, floor or collar or any other interest rate or foreign currency protection contract or any other contract that is not included in the Company Financial Statements and is a derivatives contract (such transactions, "Company Derivative Transactions") to which the Company or any of its Subsidiaries is a party were entered into in the ordinary course of business, in accordance with all applicable Laws and regulatory guidance. All of such Company Derivative Transactions are legal, valid and binding obligations of the Company or one of its Subsidiaries, as the case may be, in full force and effect and enforceable (subject to the Bankruptcy and Equity Exception) against the Company or its applicable Subsidiary and, to the Knowledge of the Company, against the other parties thereto in accordance with their terms. The Company and each of its Subsidiaries that are a party to any Company Derivative Transaction has duly performed in all material respects all of their respective obligations thereunder to the extent that such obligations to perform have accrued; and, to the Knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any other party thereunder.

        3.23    Allowance for Loan Losses.    The allowance for loan losses ("ALL") of the Company and its Subsidiaries is, and shall be as of the Effective Time, in compliance in all material respects with the

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Company's methodology for determining the adequacy of its ALL and is adequate as provided under the standards established by applicable Governmental Entities and the Financial Accounting Standards Board.

        3.24    Investment Securities.    Each of the Company and its Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any Lien, except to the extent that such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any of its Subsidiaries and except for such defects in title or Liens that would not be material to the Company and its Subsidiaries. Such securities are valued on the books of the Company and its Subsidiaries in accordance with GAAP.

        3.25    Title to Property.    

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        3.26    Environmental Liability.    

        3.27    Takeover Laws.    The Company Board has approved this Agreement and the transactions contemplated hereby and has taken all actions necessary or advisable to render inapplicable to this Agreement and the transactions contemplated hereby any "moratorium," "control share," "fair price," "takeover" or "interested shareholder" Law.

        3.28    No Other Representations or Warranties.    Except for the representations and warranties contained in this Article III, neither the Company nor any other person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided to Parent in connection with the transactions contemplated hereunder. Neither the Company nor any other person will have or be subject to any liability or indemnification obligation to Parent, or any other person resulting from the distribution to Parent, or Parent's use of, any such information, including any information, documents, projections, forecasts of other material made available to Parent in certain "data rooms" or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly included in a representation or warranty contained in this Article III. The Company acknowledges that Parent does not make any representations or warranties except for the representations and warranties contained in Article IV.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

        Except as (i) Previously Disclosed by Parent or (ii) disclosed in any report, schedule, form or other document filed with, or furnished to, the SEC by Parent since January 1, 2011 but prior to the date hereof (excluding any disclosures set forth under the heading "Risk Factors" and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such reports to the

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extent they are cautionary, predictive or forward-looking in nature), Parent hereby represents and warrants to the Company as follows:

        4.1    Standard.    No representation or warranty of Parent contained in this Article IV (other than (x) the representations and warranties in Sections 4.2(a), 4.2(b), 4.3(a), 4.4(a), 4.4(b)(i) and 4.18, which shall be true and correct in all material respects and (y) Section 4.8(a) which shall be true and correct in all respects) shall be deemed untrue or incorrect, and Parent shall not be deemed to have breached a representation or warranty, or failed to satisfy a related condition, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation or warranty contained in this Article IV, has had or is reasonably likely to have a Material Adverse Effect on Parent (disregarding any materiality or Material Adverse Effect qualification contained in any such representations or warranties).

        4.2    Corporate Organization.    

        4.3    Capitalization.    

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        4.4    Authority; No Violation.    

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        4.5    Consents and Approvals.    Except for (i) the Regulatory Approvals, (ii) the filing with the SEC of the Joint Proxy Statement and the Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of a certificate of merger with the CDFI to give effect to the Bank Merger and (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO, and the rules of the NASDAQ Global Select Market ("NASDAQ"), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent of the Merger, the Bank Merger, and the other transactions contemplated by this Agreement. As of the date hereof, Parent is not aware of any reason why the Requisite Regulatory Approvals would not be received on a timely basis. The only material third-party consents necessary in connection with (A) the execution and delivery by Parent of this Agreement and (B) the consummation of the transactions contemplated hereby not referenced above are set forth in Section 4.5 of the Parent Disclosure Letter.

        4.6    Reports; Regulatory Matters.    

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        4.7    Financial Statements.    

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        4.8    Absence of Certain Changes or Events.    Since June 30, 2012, there has not been any Material Adverse Effect on Parent.

        4.9    Compliance with Applicable Law.    

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        4.10    Legal Proceedings.    Neither Parent nor any of its Subsidiaries is a party to any, and there are no pending or, to Parent's Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Parent or any of its Subsidiaries. There is no judgment, settlement agreement, order, injunction, decree or regulatory restriction (other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries) imposed upon Parent or any of its Subsidiaries.

        4.11    Taxes and Tax Returns.    

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        4.12    Employee Matters.    

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        4.13    Labor.    

        4.14    Contracts.    

        4.15    Intellectual Property.    

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        4.16    Insurance.    Parent and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Parent reasonably has determined to be prudent and consistent with industry practices. Parent and its Subsidiaries are in compliance with their insurance policies (the "Parent Policies") and are not in default under any of the terms thereof, and each such policy is outstanding and in full force and effect. Except for policies insuring against potential liabilities of officers, directors and employees of Parent and its Subsidiaries, Parent or the applicable Subsidiary is the sole beneficiary of such policies, all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion. Neither Parent nor any of its Subsidiaries has received written notice of any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of the Parent Policies. There is no claim for coverage by Parent or any of its Subsidiaries pending under any of the Parent Policies as to which coverage has been questioned, denied or disputed by the underwriters of the Parent Policies or in respect of which such underwriters have reserved their rights.

        4.17    Affiliate Transactions.    Except as part of the normal and customary terms of an individual's employment or service as a director, neither Parent nor any of its Subsidiaries is a party to any extension of credit (as debtor, creditor, guarantor or otherwise), contract for goods or services, lease or other agreement or arrangement with any (A) affiliate, (B) insider or related interest of an insider, or (C) stockholder owning 5% or more of the outstanding Parent Common Stock or related interest of such a stockholder , except for those of the type available to employees of Parent generally. For purposes of the preceding sentence, the term "affiliate" shall have the meaning assigned in Regulation W issued by the Federal Reserve, as amended, and the terms "insider," "related interest," and "executive officer" shall have the meanings assigned in the Federal Reserve's Regulation O, as amended.

        4.18    Broker's Fees.    Except pursuant to an engagement letter between the Parent and Sandler O'Neill + Partners, L.P., a true, complete and correct copy of which has been made available to the Company prior to the date hereof, neither Parent or any of its Subsidiaries nor any of their respective officers, directors, employees or agents has utilized any broker, finder or financial advisor or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or any other transactions contemplated by this Agreement.

        4.19    Parent Information.    

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        4.20    Loans.    

        4.21    Derivative Transactions.    All transactions involving any swap, forward, future, option, cap, floor or collar or any other interest rate or foreign currency protection contract or any other contract that is not included in the Parent Financial Statements and is a derivatives contract (such transactions, "Parent Derivative Transactions") to which Parent or any of its Subsidiaries is a party were entered into in the ordinary course of business, in accordance with all applicable Laws and regulatory guidance. All of such Parent Derivative Transactions are legal, valid and binding obligations of Parent or one of its Subsidiaries, as the case may be, in full force and effect and enforceable (subject to the Bankruptcy and Equity Exception) against Parent or its applicable Subsidiary and, to the Knowledge of Parent, against the other parties thereto in accordance with their terms. Parent and each of its Subsidiaries that are a party to any Parent Derivative Transaction has duly performed in all material respects all of their respective obligations thereunder to the extent that such obligations to perform have accrued; and, to the Knowledge of Parent, there are no material breaches, violations or defaults or allegations or assertions of such by any other party thereunder.

        4.22    Allowance for Loan Losses.    The ALL of Parent and its Subsidiaries is, and shall be as of the Effective Time, in compliance in all material respects with Parent's methodology for determining the adequacy of its ALL and is adequate as provided under the standards established by applicable Governmental Entities and the Financial Accounting Standards Board.

        4.23    Investment Securities.    Each of Parent and its Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any Lien, except to the extent that such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of Parent or

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any of its Subsidiaries and except for such defects in title or Liens that would not be material to Parent and its Subsidiaries. Such securities are valued on the books of Parent and its Subsidiaries in accordance with GAAP.

        4.24    Title to Property.    

        4.25    Environmental Liability.    

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        4.26    Available Funds.    Parent has or at the Closing will have and will make available sufficient immediately available funds to (i) pay all amounts due under Section 1.5(a), Section 2.2(d) and Section 2.3 and (ii) pay all of its expenses incurred in connection with this Agreement and the transactions contemplated hereby.

        4.27    Ownership of Shares.    Except (i) as set forth in Section 4.27 of the Parent Disclosure Letter and (ii) the Voting and Support Agreements and transactions contemplated therein, Parent does not beneficially own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder, and excluding any Trust Account Common Shares and DPC Common Shares) any shares of Company Common Stock, and Parent is not a party to, and prior to the Effective Time Parent will not become a party to, any contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.

        4.28    No Other Representations or Warranties.    Except for the representations and warranties contained in this Article IV, neither Parent nor any other person on behalf of Parent makes any other express or implied representation or warranty with respect to Parent or with respect to any other information provided to the Company in connection with the transactions contemplated hereunder. Parent will not have or be subject to any liability or indemnification obligation to the Company or any other person resulting from the distribution to the Company, or the Company's use of, any such information, including any information, documents, projections, forecasts of other material made available to the Company in certain "data rooms" or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly included in a representation or warranty contained in this Article IV. Parent acknowledges that the Company makes no representations or warranties except for the representations and warranties contained in Article III.


ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

        5.1    Conduct of Businesses Prior to the Effective Time.    Except as Previously Disclosed by the Company, as expressly required by the PSBK Merger Agreement, as expressly required by this Agreement, as required by applicable Law, or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships with customers, suppliers, Governmental Entities and others having business dealings with it and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay (x) the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated by this Agreement or (y) the consummation of the transactions contemplated by this Agreement.

        5.2    Company Forbearances.    During the period from the date of this Agreement to the Effective Time, except as Previously Disclosed by the Company, as expressly required by the PSBK Merger Agreement, as expressly contemplated or permitted by this Agreement or as required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

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        5.3    Parent Forbearances.    Except as expressly contemplated or permitted by this Agreement, as required by applicable Law or with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to:

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ARTICLE VI

ADDITIONAL AGREEMENTS

        6.1    Form S-4 and Joint Proxy Statement; Stockholder Approvals.    

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        6.2    Efforts; Regulatory Filings and Other Matters.    

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        6.3    Access to Information.    

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        6.4    Employee Matters.    

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        6.5    Indemnification; Advancement of Expenses; Exculpation and Insurance.    

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        6.6    Exemption from Liability Under Section 16(b).    Prior to the Effective Time, Parent and the Company shall take all such steps as may be necessary or appropriate to cause any disposition of shares of Company Common Stock or conversion of any derivative securities in respect of such shares of Company Common Stock in connection with the consummation of the transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

        6.7    No Solicitation; Change of Recommendation.    

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        6.8    Certain Tax Matters.    Each of Parent and the Company shall use their reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers' certificates referred to herein. None of Parent or the Company shall take any action, or fail to take any action, that could reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

        6.9    Bank Merger.    Simultaneously with the Merger, Bank Subsidiary will merge (the "Bank Merger") with and into Parent Bank, with Parent Bank as the surviving entity in the Bank Merger. The parties agree that the Bank Merger will become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by Parent and reasonably acceptable to the Company, and Parent and the Company shall cause Bank Subsidiary and Parent Bank, respectively to execute such plan of merger and such usual and customary certificates of merger and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time.

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        6.10    Advice of Changes.    Each of the Company and Parent shall promptly advise the other of any change or event (i) having or that would reasonably be expected to have a Material Adverse Effect on it or (ii) that, if unremedied by the Effective Time, would cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided, however, that no such notification shall affect the representations, warranties or covenants of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further that a failure to comply with this Section 6.10 shall not constitute a breach of this Agreement or the failure of any condition set forth in Article VII to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Article VII to be satisfied.

        6.11    Stock Exchange Listing.    Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on the NASDAQ, subject to official notice of issuance, prior to the Effective Time.


ARTICLE VII

CONDITIONS PRECEDENT

        7.1    Conditions to Each Party's Obligation To Effect the Merger.    The respective obligations of the parties to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

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        7.2    Conditions to Obligations of Parent.    The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

        7.3    Conditions to Obligations of the Company.    The obligation of the Company to effect the Merger is also subject to the satisfaction, or waiver by the Company, at or prior to the Effective Time, of the following conditions:


ARTICLE VIII

TERMINATION AND AMENDMENT

        8.1    Termination.    This Agreement may be terminated at any time prior to the Effective Time, whether before or after the receipt of the Stockholder Approval:

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The party desiring to terminate this Agreement pursuant to clause (b), (c), (d) or (e) of this Section 8.1 shall give written notice of such termination to the other party in accordance with Section 9.3, specifying the provision or provisions hereof pursuant to which such termination is effected. Termination of this Agreement by the Company shall not require the approval of the stockholders of the Company.

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        8.2    Effect of Termination.    In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of the Company, Parent, any of their respective Subsidiaries or any of the officers, directors or stockholders of any of them shall have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except that (i) Sections 6.3(b), 8.2, 8.3, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9 and 9.10 shall survive any termination of this Agreement, and (ii) neither the Company nor Parent shall be relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement.

        8.3    Fees and Expenses.    

then the Company shall pay Parent a fee, in immediately available funds, in the amount of $10,000,000 (the "Termination Fee") (x) not later than two business days following such termination, in the case of a termination described in clause (b)(i) above, or (y) at the time of the earlier of the entry into a definitive agreement with respect to, or consummation of, the transaction contemplated by the Alternative Transaction described in clause (b)(ii)(C) above, in the event of a termination under the circumstances described in clause (b)(ii) above. For the purposes of clause (b)(ii) above, the term "Alternative Transaction" shall have the meaning assigned to such term in Section 6.7(f) except that the references to "25%" in the definition of "Acquisition Proposal" in Section 6.7(f) of this Agreement shall be deemed to be references to "50%." In no event shall the Company be required to pay the Termination Fee on more than one occasion.

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        8.4    Amendment.    This Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with Merger by the stockholders of the Company; provided, however, that after any approval of the transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement that requires further approval under applicable Law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

        8.5    Extension; Waiver.    At any time prior to the Effective Time, the parties, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.


ARTICLE IX

GENERAL PROVISIONS

        9.1    Closing.    On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the "Closing") shall take place on a date and at a place to be specified by the parties, which date shall be no later than three business days after the satisfaction or waiver (subject to applicable Law) of the latest to occur of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing), unless extended by mutual agreement of the parties (the "Closing Date").

        9.2    Nonsurvival of Representations, Warranties and Agreements.    None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Section 6.5 and for those other covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time.

        9.3    Notices.    All notices and other communications in connection with this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery, if delivered personally or via facsimile or electronic mail during regular business hours (otherwise on the first business day following the date of delivery), (b) on the first business day following the date of dispatch, if delivered utilizing a

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next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing, if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

        9.4    Interpretation.    When a reference is made in this Agreement to Articles, Sections, Exhibits, Company Disclosure Letter or Parent Disclosure Letter sections, such reference shall be to an Article or Section of or Exhibit, Company Disclosure Letter or Parent Disclosure Letter section to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." All Company Disclosure Letter or Parent Disclosure Letter sections and exhibits hereto shall be deemed part of this Agreement and included in any reference to this Agreement. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that any provision, covenant or restriction is invalid, void or unenforceable, it is the express intention of the parties that such provision, covenant or restriction be enforced to the maximum extent permitted.

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        9.5    Counterparts.    This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

        9.6    Entire Agreement.    This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality Agreement and the Voting and Support Agreements, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement.

        9.7    Governing Law; Jurisdiction; Waiver of Jury Trial.    

        9.8    Publicity.    The Company and Parent each shall consult with the other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated hereby and prior to making any filings with any third party and/or any Governmental Entity with respect thereto, except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or national market system on which such party's securities are listed or traded, in which case the party required to make the release or announcement shall consult with the other to the extent practicable. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties.

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        9.9    Assignment; Third Party Beneficiaries.    Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by either of the parties (whether by operation of Law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. Except for: (a) the right of the Indemnified Parties to enforce the provisions of Section 6.5 only, and (b) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the transaction to the Company's stockholders) and other relief (including equitable relief) in the event of Parent's breach of this Agreement (whether or not the Agreement has been terminated pursuant to Article VIII), which right is hereby expressly acknowledged and agreed by Parent, (1) Parent and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Agreement, and (2) this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The third-party beneficiary rights referenced in clause (b) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Company Board, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. Except as set forth above, the representations and warranties set forth in Article III and Article IV and the covenants set forth in Article V and Article VI have been made solely for the benefit of the parties to this Agreement and (i) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by reference to the Company Disclosure Letter or Parent Disclosure Letter, as applicable, which contain certain disclosures that are not reflected in the text of this Agreement; and (iii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company or Parent.

        9.10    Specific Performance.    Except as specifically set forth in Section 8.3, each party hereto acknowledges that money damages would be an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause Parent, on the one hand, and the Company, on the other hand, irreparable harm. Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, Parent, on the one hand, and the Company, on the other hand, shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other parties at law or in equity.

        9.11    Disclosure Letters.    Before entry into this Agreement, (i) the Company delivered to Parent a letter (the "Company Disclosure Letter"), and (ii) Parent delivered to the Company a letter (the "Parent Disclosure Letter") that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, respectively, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (ii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect.

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        9.12    Definitions.    For purposes of this Agreement:

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[Remainder of Page Intentionally Left Blank]

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        IN WITNESS WHEREOF, Parent and the Company have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

    PACWEST BANCORP

 

 

By:

 

/s/ JARED M. WOLFF

Name:    Jared M. Wolff
Title:      Executive Vice President & General
               Counsel

 

 

FIRST CALIFORNIA FINANCIAL GROUP, INC.

 

 

By:

 

/s/ C. G. KUM

Name:    C. G. Kum
Title:      President / C.E.O.

   

[Signature Page to Agreement and Plan of Merger]

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Appendix B—Voting and Support Agreement with First California Directors

        This Voting and Support Agreement (this "Agreement"), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation ("Parent"), First California Financial Group, Inc., a Delaware corporation (the "Company"), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a member of the board of directors of the Company (each, a "Director").

RECITALS

A.    Pursuant to the terms of the Agreement and Plan of Merger (as the same may be amended or supplemented, the "Merger Agreement"), dated as of the date hereof, between Parent and the Company, the Company will be merged with and into Parent (the "Merger") with Parent continuing as the surviving corporation of the Merger.

B.    As an inducement and a condition to each of Parent and the Company entering into the Merger Agreement, each of Parent and the Company has required that each Director, in his capacity as a stockholder of the Company, enter into this Agreement.

AGREEMENT

        In consideration of Parent's and the Company's performance under the Merger Agreement, each Director agrees as follows:

1.
Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement.

2.
Effectiveness. If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect.

3.
Voting Agreement. From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Director agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Director shall be present (in person or by proxy) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Director as of the date hereof along with all such shares that the Director may acquire from time to time after the date hereof, in each case that are entitled to vote at such meeting (together, "Owned Shares"): (a) in favor of (1) approval and adoption of the Merger Agreement and (2) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to adopt the Merger Agreement; and (b) against (1) any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement and (2) other than the transactions contemplated by the Merger Agreement, any proposal that relates to an Acquisition Proposal or Alternative Transaction; provided, that the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of the Company. Director represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Owned Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any proxy to carry out the intent of this Agreement. Director hereby acknowledges that Director is, in his or her capacity as a stockholder of the Company, bound by

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4.
Transfer Restrictions Prior to Merger. The Director will not, during the Support Period, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of law or otherwise) or otherwise convey or dispose of, any of the Owned Shares, or any interest therein, including the right to vote any Owned Shares, as applicable (a "Transfer"); provided that Director may Transfer Owned Shares for estate planning or philanthropic purposes so long as the transferee, prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement.

5.
Cooperation. From time to time, at the reasonable request of Parent or the Company and without further consideration, Director shall cooperate with Parent and the Company, at the Company's expense, to make all filings and obtain all consents of Governmental Entities and third parties and execute and deliver such additional documents and take all such further actions as may be necessary or desirable to effect the actions contemplated by this Agreement. Without limiting the foregoing, Director hereby (a) authorizes Parent and the Company to publish and disclose in any public announcement, disclosure required by the SEC or by applicable Law or the Proxy Statement (and, if applicable, the Form S-4), Director's identity and ownership of the Owned Shares, the nature of Director's obligations under this Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed in connection with the Merger and the transactions contemplated by the Merger Agreement; (b) agrees to promptly give to Parent and the Company any information Parent or the Company may reasonably require for the preparation of any such disclosure documents; and (c) agrees to promptly notify Parent and the Company of any required corrections with respect to any information supplied by Director, if and to the extent that such information shall have become false or misleading in any material respect.

6.
Representations and Warranties. Each Director represents and warrants to Parent that: this Agreement has been duly and validly executed and delivered by such Director and constitutes a valid and legally binding agreement of such Director, enforceable against such Director in accordance with its terms and no other action is necessary to authorize the execution and delivery by such Director or the performance of its obligations hereunder; if such Director is married and any of the Owned Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly and validly executed and delivered by, and constitutes a valid and legally binding agreement, of Director's spouse, enforceable in accordance with its terms; the Owned Shares as of the date hereof are equal to the number of shares set forth next to each Director's name on Exhibit A hereto; and except as noted on Exhibit A hereto, Director has, and at all times during the term of this Agreement shall have, beneficial ownership of, good and valid title to and full and exclusive power to vote, without restriction or limitation, the Owned Shares (other than any such shares that are transferred in the manner permitted by this Agreement).

7.
Entire Agreement; Assignment. This Agreement is irrevocable. The recitals are incorporated as a part of this Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This

B-2


8.
Remedies/Specific Enforcement. Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that each of Parent and the Company would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in the event of any breach or threatened breach by Director of any covenant or obligation contained in this Agreement, in addition to any other remedy to which Parent or the Company may be entitled (including monetary damages), each of Parent and the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Director further agrees that none of Parent, the Company or any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph, and Director irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

9.
Governing Law and Enforceability. This Agreement is governed by, and shall be interpreted in accordance with, the laws of the State of Delaware, without regard to any applicable conflict of law principles. If any court determines that the restrictions set forth in this Agreement are unenforceable, then the parties request such court to reform these provisions to the maximum restrictions, term, scope or geographical area that such court finds enforceable. Venue of any legal action or proceeding between the parties related to this Agreement shall be in any federal or state court located in the State of Delaware, and the parties each consent to the personal jurisdiction of the courts of the State of Delaware and the federal courts located in the State of Delaware. Each Director agrees not to claim that the State of Delaware is an inconvenient place for trial.

10.
Individual Obligations. The obligations of each of the Directors under this Agreement are several and not joint. This Agreement is binding on each Director that executes this Agreement regardless of whether any other Director(s) also executed this Agreement.

11.
Amendments; Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (i) in the case of an amendment, by Parent, the Company and the Director, and (ii) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

12.
Counterparts. The parties may execute this Agreement in one or more counterparts, including by facsimile or other electronic signature. All the counterparts will be construed together and will constitute one Agreement.

[signature pages follow]

B-3


SIGNED as of the date first set forth above:

PACWEST BANCORP   FIRST CALIFORNIA FINANCIAL GROUP, INC.

By /s/ JARED M. WOLFF

Name: Jared M. Wolff
Title: Executive Vice President & General Counsel

 

By /s/ C.G. KUM

Name: C. G. Kum
Title: President/C.E.O.

Additional Signatures on Next Page

   

[Signature Page to Voting and Support Agreement]

B-4


    BRIAN J. ALDRIDGE 1991 TRUST

/s/ RICHARD D. ALDRIDGE

Richard D. Aldridge

 

By: /s/ LYNDA J. ALDRIDGE

Name: Lynda J. Aldridge
Title: Sole Trustee

TENISHA M. ALDRIDGE 1991 TRUST
By: /s/ LYNDA J. ALDRIDGE

Name: Lynda J. Aldridge
Title: Sole Trustee

 

ALDRIDGE FAMILY TRUST
By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title: Sole Trustee

BANYON LLC

 

JAMES O. BIRCHFIELD 1995 TRUST FBO
SHANE O. BIRCHFIELD

By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title:

 

By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title: Co-Trustee

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Co-Trustee

 

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title:

JAMES O. BIRCHFIELD 1995 TRUST FBO
GARRETT W. BIRCHFIELD

 

JAMES O. BIRCHFIELD 1995 TRUST FBO
TENISHA M. FITZGERALD

By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title: Co-Trustee

 

By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title: Co-Trustee

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Co-Trustee

 

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Co-Trustee

   

[Signature Page to Voting and Support Agreement]

B-5


JAMES O. BIRCHFIELD 1995 TRUST FBO
BRIAN J. ALDRIDGE
  SHANE O. BIRCHFIELD TRUST

By: /s/ RICHARD D. ALDRIDGE

Name: Richard D. Aldridge
Title: Co-Trustee

 

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Sole Trustee

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Co-Trustee

 

 

GARRETT W. BIRCHFIELD TRUST

 

JOHN W. BIRCHFIELD TRUST

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Sole Trustee

 

By: /s/ JOHN W. BIRCHFIELD

Name: John W. Birchfield
Title: Sole Trustee

/s/ JOHN W. BIRCHFIELD

John W. Birchfield

 

/s/ DONALD E. BENSON

Donald E. Benson

/s/ JOSEPH N. COHEN

Joseph N. Cohen

 

/s/ ROBERT E. GIPSON

Robert E. Gipson

/s/ ANTOINETTE T. HUBENETTE

Antoinette T. Hubenette, M.D.

 

/s/ C. G. KUM

C. G. Kum

/s/ THOMAS TIGNINO

Thomas Tignino

 

 

   

[Signature Page to Voting and Support Agreement]

B-6


Exhibit A

Richard D. Aldridge:   1,418,038 shares of Company Common Stock

 

 

Notes: This figure includes 52,469 shares held by the Brian J. Aldridge 1991 Trust and 70,180 shares held by the Tenisha M. Aldridge 1991 Trust, of which Lynda J. Aldridge, the spouse of Richard Aldridge, is the sole trustee and 180,982 shares held by the Aldridge Family Trust of which Richard D. Aldridge is the sole trustee.

 

 

This figure includes 506,692 shares held in entities for which Richard D. Aldridge and John W. Birchfield are co-trustees, each having full voting rights over the entire block of shares. The 506,692 shares are held as follows: 300,000 shares are held by Banyon LLC, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Shane O. Birchfield, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Garrett W. Birchfield, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Tenisha M. Fitzgerald, and 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Brian J. Aldridge.

Donald E. Benson:

 

92,814 shares of Company Common Stock

 

 

Notes: 64,187 of these shares have been pledged as security in a Merrill Lynch Margin Account.

John W. Birchfield:

 

1,468,374 shares of Company Common Stock

 

 

Notes: This figure includes 506,692 shares held in entities for which Richard D. Aldridge and John W. Birchfield are co-trustees, each having full voting rights over the entire block of shares. The 506,692 shares are held as follows: 300,000 shares are held by Banyon LLC, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Shane O. Birchfield, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Garrett W. Birchfield, 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Tenisha M. Fitzgerald, and 51,673 shares are held in the James O. Birchfield 1995 Trust FBO Brian J. Aldridge.

 

 

This figure includes 66,234 shares held by the Shane O. Birchfield Trust, 43,893 shares held by the Garrett W. Birchfield Trust and 180,981 shares held by the John W. Birchfield Trust of which John W. Birchfield is the sole trustee.

Joseph N. Cohen:

 

32,688 shares of Company Common Stock

Robert E. Gipson:

 

62,846 shares of Company Common Stock

Antoinette T. Hubenette:

 

20,063 shares of Company Common Stock

C.G. Kum:

 

375,346 shares of Company Common Stock

Thomas Tignino:

 

30,433 shares of Company Common Stock

B-7


Appendix C—Voting and Support Agreement with PacWest Directors

        This Voting and Support Agreement (this "Agreement"), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation ("Parent"), First California Financial Group, Inc., a Delaware corporation (the "Company"), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a member of the board of directors of Parent (each, a "Director").


RECITALS

A.    Pursuant to the terms of the Agreement and Plan of Merger (as the same may be amended or supplemented, the "Merger Agreement"), dated as of the date hereof, between Parent and the Company, the Company will be merged with and into Parent (the "Merger") with Parent continuing as the surviving corporation of the Merger.

B.    As an inducement and a condition to each of Parent and the Company entering into the Merger Agreement, each of Parent and the Company has required that each Director, in his capacity as a stockholder of Parent, enter into this Agreement.


AGREEMENT

        In consideration of Parent's and the Company's performance under the Merger Agreement, each Director agrees as follows:

1.
Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement.

2.
Effectiveness. If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect.

3.
Voting Agreement. From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Director agrees that at any stockholder meeting of Parent to adopt the Merger Agreement or to approve the issuance of Parent Common Stock in connection with the Merger, or any adjournment or postponement thereof, the Director shall be present (in person or by proxy) and shall vote (or cause to be voted) the voting shares of capital stock of Parent owned by such Director as of the date hereof along with all such shares that the Director may acquire from time to time after the date hereof, in each case that are entitled to vote at such meeting (together, "Owned Shares"): (a) in favor of (1) approval and adoption of the Merger Agreement, (2) approval of the issuance of Parent Common Stock in connection with the Merger, and (3) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to adopt the Merger Agreement or approve the issuance of Parent Common Stock in connection with the Merger; and (b) against any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement; provided, that the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Parent. Director represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Owned Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any proxy to carry out the intent of this Agreement.

C-1


4.
Transfer Restrictions Prior to Merger. The Director will not, during the Support Period, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of law or otherwise) or otherwise convey or dispose of, any of the Owned Shares, or any interest therein, including the right to vote any Owned Shares, as applicable (a "Transfer"); provided that (i) Director may Transfer Owned Shares for estate planning or philanthropic purposes so long as the transferee, prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement and (ii) Director may Transfer Owned Shares in the manner set forth on Schedule 1.

5.
Cooperation. From time to time, at the reasonable request of Parent or the Company and without further consideration, Director shall cooperate with Parent and the Company to make all filings and obtain all consents of Governmental Entities and third parties and execute and deliver such additional documents and take all such further actions as may be necessary or desirable to effect the actions contemplated by this Agreement. Without limiting the foregoing, Director hereby (a) authorizes Parent and the Company to publish and disclose in any public announcement, disclosure required by the SEC or by applicable Law or the Proxy Statement (and, if applicable, the Form S-4), Director's identity and ownership of the Owned Shares, the nature of Director's obligations under this Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed in connection with the Merger and the transactions contemplated by the Merger Agreement; (b) agrees to promptly give to Parent and the Company any information Parent or the Company may reasonably require for the preparation of any such disclosure documents; and (c) agrees to promptly notify Parent and the Company of any required corrections with respect to any information supplied by Director, if and to the extent that such information shall have become false or misleading in any material respect.

6.
Representations and Warranties. Each Director represents and warrants to Company and Parent that: this Agreement has been duly and validly executed and delivered by such Director and constitutes a valid and legally binding agreement of such Director, enforceable against such Director in accordance with its terms and no other action is necessary to authorize the execution and delivery by such Director or the performance of its obligations hereunder; if such Director is married and any of the Owned Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly and validly executed and delivered by, and constitutes a valid and legally binding agreement, of Director's spouse, enforceable in accordance with its terms; the Owned Shares as of the date hereof are equal to the number of shares set forth on the beneficial ownership table in the Company's proxy statement filed on April 26, 2012 as modified by acquisitions or dispositions reflected on Form 4 or Form 5 filings made by such Director following the date of such filing (other than in each case for shares beneficially owned solely as a result of the Director having the right to obtain beneficial ownership of such shares within 60 days, which for the avoidance of doubt shall not constitute Owned Shares), and the Director is current on all such Form 4 and Form 5 filings'; and Director has, and at all times during the term of this Agreement shall have, beneficial ownership of, good and valid title to and full and exclusive power to vote, without restriction or limitation, the Owned Shares (other than any such shares that are transferred in the manner permitted by this Agreement).

7.
Entire Agreement; Assignment. This Agreement is irrevocable. The recitals are incorporated as a part of this Agreement. This Agreement constitutes the entire agreement among the parties with

C-2


8.
Remedies/Specific Enforcement. Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that each of Parent and the Company would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in the event of any breach or threatened breach by Director of any covenant or obligation contained in this Agreement, in addition to any other remedy to which Parent or the Company may be entitled (including monetary damages), each of Parent and the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Director further agrees that none of Parent, the Company or any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph, and Director irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

9.
Governing Law and Enforceability. This Agreement is governed by, and shall be interpreted in accordance with, the laws of the State of Delaware, without regard to any applicable conflict of law principles. If any court determines that the restrictions set forth in this Agreement are unenforceable, then the parties request such court to reform these provisions to the maximum restrictions, term, scope or geographical area that such court finds enforceable. Venue of any legal action or proceeding between the parties related to this Agreement shall be in any federal or state court located in the State of Delaware, and the parties each consent to the personal jurisdiction of the courts of the State of Delaware and the federal courts located in the State of Delaware. Each Director agrees not to claim that the State of Delaware is an inconvenient place for trial.

10.
Individual Obligations. The obligations of each of the Directors under this Agreement are several and not joint. This Agreement is binding on each Director that executes this Agreement regardless of whether any other Director(s) also executed this Agreement.

11.
Amendments; Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (i) in the case of an amendment, by Parent, the Company and the Director, and (ii) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

12.
Counterparts. The parties may execute this Agreement in one or more counterparts, including by facsimile or other electronic signature. All the counterparts will be construed together and will constitute one Agreement.

[signature pages follow]

C-3


        SIGNED as of the date first set forth above:

PACWEST BANCORP   FIRST CALIFORNIA FINANCIAL GROUP, INC.    
                 
                 
By   /s/ JARED M. WOLFF

  By   /s/ C. G. KUM

   
Name:   Jared M. Wolff   Name:   C. G. Kum    
Title:  

Executive Vice President & General Counsel

  Title:   President / C.E.O.    

Additional Signatures on Next Page

   

[Signature Page to Voting and Support Agreement]

C-4


DIRECTORS:


 

 

 
/s/ MARK N. BAKER

Mark N. Baker
  /s/ CRAIG A. CARLSON

Craig A. Carlson

/s/ STEPHEN M. DUNN

Stephen M. Dunn

 

/s/ JOHN M. EGGEMEYER III

John M. Eggemeyer III

/s/ BARRY C. FITZPATRICK

Barry C. Fitzpatrick

 

/s/ GEORGE E. LANGLEY

George E. Langley

/s/ SUSAN E. LESTER

Susan E. Lester

 

/s/ TIMOTHY B. MATZ

Timothy B. Matz

/s/ ARNOLD W. MESSER

Arnold W. Messer

 

/s/ DANIEL P. PLATT

Daniel P. Platt

/s/ JOHN W. ROSE

John W. Rose

 

/s/ ROBERT A. STINE

Robert A. Stine
/s/ MATTHEW P. WAGNER

Matthew P. Wagner
   

   

[Signature Page to Voting and Support Agreement]

C-5



Schedule 1

C-6


Appendix D—Voting and Support Agreement with holders of First California Series A Preferred Stock

        This Voting and Support Agreement (this "Agreement"), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation ("Parent"), First California Financial Group, Inc., a Delaware corporation (the "Company"), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a holder (each, a "Stockholder") of shares of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, of the Company (the "Series A Preferred Stock") and shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock").


RECITALS

A.
Pursuant to the terms of the Agreement and Plan of Merger (as the same may be amended or supplemented, the "Merger Agreement"), dated as of the date hereof, between Parent and the Company, the Company will be merged with and into Parent (the "Merger") with Parent continuing as the surviving corporation of the Merger.

B.
As an inducement and a condition to each of Parent and the Company entering into the Merger Agreement, each of Parent and the Company has required that each Stockholder, in his capacity as a holder of shares of Series A Preferred Stock and Company Common Stock, enter into this Agreement.


AGREEMENT

        In consideration of Parent's and the Company's performance under the Merger Agreement, each Stockholder agrees as follows:

1.
Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement.

2.
Effectiveness. If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect.

3.
Voting Agreement. From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Stockholder agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Stockholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Stockholder as of the date hereof along with all such shares that the Stockholder may acquire from time to time after the date hereof (including as a result of any conversion of shares of Series A Preferred Stock), in each case that are entitled to vote at such meeting (such voting shares together with the shares of Series A Preferred Stock owned by such Stockholder as of the date hereof along with any such shares of Series A Preferred Stock that the Stockholder may acquire from time to time after the date hereof, "Owned Shares"): (a) in favor of (1) approval and adoption of the Merger Agreement and (2) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to adopt the Merger Agreement; and (b) against (1) any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement and (2) other than the transactions contemplated by the Merger Agreement, any proposal that relates to an Acquisition Proposal or Alternative Transaction. Stockholder represents and warrants and covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Owned Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any proxy to carry out the intent of this Agreement. Stockholder hereby

D-1


4.
Transfer Restrictions Prior to Merger. The Stockholder will not, during the Support Period, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of law or otherwise) or otherwise convey or dispose of, any of the Owned Shares, or any interest therein, including the right to vote any Owned Shares, as applicable (a "Transfer"); provided that Stockholder may Transfer Owned Shares for estate planning or philanthropic purposes so long as the transferee, prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement and this provision shall not limit the ability of Stockholder to convert any such Owned Shares into shares of Company Common Stock pursuant to the terms of such Owned Shares.

5.
Conversion. Stockholder agrees to take such actions as are necessary to have converted all of its Owned Shares that are Series A Preferred Stock into shares of Company Common Stock prior to the date that is 10 business days prior to the Closing.

6.
Cooperation. From time to time, at the reasonable request of Parent or the Company and without further consideration, Stockholder shall cooperate with Parent and the Company, at the Company's expense, to make all filings and obtain all consents of Governmental Entities and third parties and execute and deliver such additional documents and take all such further actions as may be necessary or desirable to effect the actions contemplated by this Agreement. Without limiting the foregoing, Stockholder hereby (a) authorizes Parent and the Company to publish and disclose in any public announcement, disclosure required by the SEC or by applicable Law or the Proxy Statement (and, if applicable, the Form S-4), Stockholder's identity and ownership of the Owned Shares, the nature of Stockholder's obligations under this Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed in connection with the Merger and the transactions contemplated by the Merger Agreement; (b) agrees to promptly give to Parent and the Company any information Parent or the Company may reasonably require for the preparation of any such disclosure documents; and (c) agrees to promptly notify Parent and the Company of any required corrections with respect to any information supplied by Stockholder, if and to the extent that such information shall have become false or misleading in any material respect.

7.
Representations and Warranties. Each Stockholder represents and warrants to Parent that: this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms and no other action is necessary to authorize the execution and delivery by such Stockholder or the performance of its obligations hereunder; if such Stockholder is married and any of the Owned Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly and validly executed and delivered by, and constitutes a valid and legally binding agreement, of Stockholder's spouse, enforceable in accordance with its terms; the Owned Shares as of the date hereof are equal to the number of shares set forth adjacent to such Stockholder's name on Exhibit A hereto; and the Stockholder has, and at all times during the term of this Agreement shall have, beneficial ownership of, good and valid title to and full and exclusive power to vote,

D-2


8.
Entire Agreement; Assignment. This Agreement is irrevocable. The recitals are incorporated as a part of this Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwise and shall be binding upon and inure solely to the benefit of each party hereto; provided however that the rights under this Agreement are assignable by Parent or the Company to any successor-in-interest.

9.
Remedies/Specific Enforcement. Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that each of Parent and the Company would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement, in addition to any other remedy to which Parent or the Company may be entitled (including monetary damages), each of Parent and the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Stockholder further agrees that none of Parent, the Company or any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph, and Stockholder irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

10.
Governing Law and Enforceability. This Agreement is governed by, and shall be interpreted in accordance with, the laws of the State of Delaware, without regard to any applicable conflict of law principles. If any court determines that the restrictions set forth in this Agreement are unenforceable, then the parties request such court to reform these provisions to the maximum restrictions, term, scope or geographical area that such court finds enforceable. Venue of any legal action or proceeding between the parties related to this Agreement shall be in any federal or state court located in the State of Delaware, and the parties each consent to the personal jurisdiction of the courts of the State of Delaware and the federal courts located in the State of Delaware. Each Stockholder agrees not to claim that the State of Delaware is an inconvenient place for trial.

11.
Individual Obligations. The obligations of each of the Stockholders under this Agreement are several and not joint. This Agreement is binding on each Stockholder that executes this Agreement regardless of whether any other Stockholder(s) also executed this Agreement.

12.
Amendments; Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (i) in the case of an amendment, by Parent, the Company and the Stockholder, and (ii) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13.
Counterparts. The parties may execute this Agreement in one or more counterparts, including by facsimile or other electronic signature. All the counterparts will be construed together and will constitute one Agreement.

[signature pages follow]

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        SIGNED as of the date first set forth above:

PACWEST BANCORP   FIRST CALIFORNIA FINANCIAL GROUP, INC.    

By

 

/s/ JARED M. WOLFF  

 

By

 

/s/ C. G. KUM  

 

 
                 
Name:   Jared M. Wolff   Name:   C. G. Kum    
Title:   Executive Vice President & General Counsel   Title:   President / C.E.O.    

Additional Signatures on Next Page

   

[Signature Page to Voting and Support Agreement]

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STOCKHOLDERS:    

/s/ JAMES O. POHLAD

James O. Pohlad

 

 

/s/ ROBERT C. POHLAD

Robert C. Pohlad

 

 

/s/ WILLIAM M. POHLAD

William M. Pohlad

 

                        

   

[Signature Page to Voting and Support Agreement]

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Exhibit A

Stockholder
  Owned Shares
James O. Pohlad   1,066,107 shares of Company Common Stock 334 shares of Series A Preferred Stock

Robert C. Pohlad

 

1,066,107 shares of Company Common Stock 333 shares of Series A Preferred Stock

William M. Pohlad

 

1,066,107 shares of Company Common Stock 333 shares of Series A Preferred Stock

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Appendix E—Opinion of Keefe, Bruyette & Woods, Inc.

November 6, 2012

The Board of Directors
First California Financial Group, Inc.
3027 Townsgate Road
Westlake Village, CA 91361

Members of the Board:

        You have requested our opinion as investment bankers as to the fairness, from a financial point of view, to the common stockholders of First California Financial Group, Inc., a Delaware corporation ("FCAL"), of the Exchange Ratio (as defined in the Agreement) in the proposed merger (the "Merger") of FCAL with and into PacWest Bancorp, a Delaware corporation ("PACW"). The terms of the Merger are set forth in the Agreement and Plan of Merger, dated as of November 6, 2012, by and between FCAL and PACW (the "Agreement"). Pursuant to the terms of the Agreement, each share of common stock, $0.01 par value per share, of FCAL (the "Common Shares") not owned by PACW or held by FCAL as treasury stock (other than shares held in a fiduciary or agency capacity that are beneficially owned by third parties not affiliated with PACW or held, directly or indirectly, by PACW or its affiliates and acquired upon exercise of rights in respect of debt arrangements in effect prior to the date of the Agreement), issued and outstanding immediately prior to the Merger will be cancelled and retired and converted into the right to receive fractional share of PACW common stock equal to the Exchange Ratio. The terms and conditions of the Merger are more fully described in the Agreement.

        Keefe, Bruyette & Woods, Inc. has acted as financial advisor to FCAL and not as an advisor to or agent of any other person. As part of our investment banking business, we are continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, we have experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of our business as a broker-dealer, we may, from time to time purchase securities from, and sell securities to, FCAL and PACW, and as a market maker in securities, we may from time to time have a long or short position in, and buy or sell, debt or equity securities of FCAL and PACW for our own account and for the accounts of our customers. To the extent we have any such position as of the date of this opinion it has been disclosed to FCAL. We have acted exclusively for the Board of Directors of FCAL in rendering this fairness opinion and will receive a fee from FCAL for our services. A portion of our fee is contingent upon the successful completion of the Merger.

        In the past two years, we have provided investment banking and financial advisory services to FCAL and received compensation for such services. We have not provided investment banking and financial advisory services to PACW in the past two years. We may in the future provide investment banking and financial advisory services to PACW and receive compensation for such services.

        In connection with this opinion, we have reviewed, analyzed and relied upon material bearing upon the financial and operating condition of FCAL and PACW and the Merger, including, among other things, the following: (i) the draft Agreement dated November 5, 2012; (ii) the Annual Reports to Stockholders and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2011 and the Quarterly Reports on Form 10-Q for the two fiscal quarters ended June 30, 2012 for FCAL and PACW, respectively; (iii) certain other communications from FCAL and PACW to their respective stockholders; and (iv) other financial information concerning the businesses and operations of FCAL and PACW furnished to us by FCAL and PACW for purposes of our analysis. We have also held discussions with senior management of FCAL and PACW regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as we have deemed relevant to our inquiry. In addition, we have compared

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certain financial and stock market information for FCAL and PACW with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the banking industry and performed such other studies and analyses as we considered appropriate.

        In conducting our review and arriving at our opinion, we have relied upon the accuracy and completeness of all of the financial and other information provided to us or publicly available and we have not independently verified the accuracy or completeness of any such information or assumed any responsibility for such verification or accuracy. We have relied upon the management of FCAL and PACW as to the reasonableness and achievability of the financial and operating forecasts and projections (and the assumptions and bases therefore) provided to us, and we have assumed that such forecasts and projections reflect the best currently available estimates and judgments of such managements and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated by such managements. We are not experts in the independent verification of the adequacy of allowances for loan and lease losses and we have assumed, with your consent, that the aggregate allowances for loan and lease losses for FCAL and PACW are adequate to cover such losses. In rendering our opinion, we have not made or obtained any evaluations or appraisals of the property, assets or liabilities of FCAL or PACW, nor have we examined any individual credit files.

        We have assumed that, in all respects material to our analyses, the following: (i) the Merger will be completed substantially in accordance with the terms set forth in the Agreement (the final terms of which will not differ in any respect material to our analyses from the draft reviewed) with no additional payments or adjustments to the Exchange Ratio; (ii) the representations and warranties of each party in the Agreement and in all related documents and instruments referred to in the Agreement are true and correct; (iii) each party to the Agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents; (iv) all conditions to the completion of the Merger will be satisfied without any waivers or modifications to the Agreement; and (v) in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the Merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the Merger, including the cost savings, revenue enhancements and related expenses expected to result from the Merger.

        We have considered such financial and other factors as we have deemed appropriate under the circumstances, including, among others, the following: (i) the historical and current financial position and results of operations of FCAL and PACW; (ii) the assets and liabilities of FCAL and PACW; and (iii) the nature and terms of certain other merger transactions involving banks and bank holding companies. We have also taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in securities valuation and knowledge of the banking industry generally. Our opinion is necessarily based upon conditions as they exist and can be evaluated on the date hereof and the information made available to us through the date hereof. Our opinion does not address the underlying business decision of FCAL to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to FCAL.

        This opinion addresses only the fairness, from a financial point of view, as of the date hereof, to the common stockholders of FCAL of the Exchange Ratio in the Merger. We express no view or opinion as to any terms or other aspects of the Merger.

        Further, we are not expressing any opinion about the fairness of the amount or nature of the compensation to any of FCAL's officers, directors or employees, or any class of such persons, relative to the compensation to the public stockholders of FCAL in connection with the Merger.

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        In addition, this opinion does not in any manner address the prices at which the PACW common stock will trade following the consummation of the Merger and we express no view or opinion as to how the stockholders of FCAL should vote at the stockholders meeting to be held in connection with the Merger.

        This opinion has been reviewed and approved by our Fairness Opinion Committee in conformity with our policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

        Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio in the Merger is fair, from a financial point of view, to the common stockholders of FCAL.

Very truly yours,

/s/ Keefe, Bruyette & Woods, Inc.

Keefe, Bruyette & Woods, Inc.

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Appendix F—Opinion of Sandler O'Neill & Partners, L.P.

November 4, 2012

Board of Directors
PacWest Bancorp
10250 Constellation Boulevard
Suite 1640
Los Angeles, CA 90067

Ladies and Gentlemen:

        PacWest Bancorp ("PacWest") and First California Group. Inc. ("First California") have entered into an agreement and plan of merger dated as of November 6, 2012 (the "Agreement") pursuant to which First California will merge with and into PacWest (the "Merger"). Pursuant to the terms of the merger, upon the effective date of the Merger, each share of First California common stock issued and outstanding immediately before the Effective Time, except certain shares specified in the Agreement, shall be converted into the right to receive a fraction of a share of common stock equal to the Exchange Ratio and subject to certain adjustments as provided for in the Agreement (the "Merger Consideration"). Cash will be paid in lieu of fractional shares. The Exchange Ratio is defined as the number equal to the quotient obtained by dividing $8.00 by the Average Parent Common Stock Price; provided that, if the Average Parent Common Stock Price is greater than or equal to $27.00, then "Exchange Ratio" shall mean 0.2963, and if the Average Parent Common Stock Price is less than or equal to $20.00, then "Exchange Ratio" shall mean 0.4000. The other terms and conditions of the Merger are more fully set forth in the Agreement, and capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the Merger Consideration to PacWest.

        Sandler O'Neill & Partners, L.P., as part of its investment banking business, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In connection with this opinion, we have reviewed, among other things: (i) the Agreement; (ii) certain financial statements and other historical financial information of PacWest that we deemed relevant; (iii) certain financial statements and other historical financial information of First California that we deemed relevant; (iv) publicly available mean analyst earnings estimates for PacWest for the years ending December 31, 2012 through December 31, 2014 and publicly available estimated long-term earnings growth rate for the years thereafter as discussed with senior management of PacWest; (v) publicly available mean analyst earnings estimates for First California for the years ending December 31, 2012 through December 31, 2014 and publicly available estimated long-term earnings growth rate for the years thereafter as discussed with senior management of PacWest; (vi) the pro forma financial impact of the Merger on PacWest based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies as determined by the senior management of PacWest; (vii) a comparison of certain financial and other information for PacWest and First California with similar publicly available information for certain other commercial banks, the securities of which are publicly traded; (viii) the terms and structures of other recent mergers and acquisition transactions in the commercial banking sector; (ix) the current market environment generally and in the commercial banking sector in particular; and (x) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant. We also discussed with certain members of senior management of PacWest the business, financial condition, results of operations and prospects of PacWest. We discussed the business, financial condition, results of operations and prospects of First California with the senior management of PacWest.

        In performing our review, we have relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by

F-1


PacWest and First California or that was otherwise reviewed by us and have assumed such accuracy and completeness for purposes of preparing this letter. We have further relied on the assurances of the management of PacWest that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading in any material respect. We did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of PacWest and First California or any of their respective subsidiaries. We did not make an independent evaluation of the adequacy of the allowance for loan losses of PacWest, First California or the combined entity after the Merger and we have not reviewed any individual credit files relating to PacWest and First California.

        In preparing its analyses, Sandler O'Neill used publicly available mean analyst earnings estimates and long-term earnings growth rate for PacWest and First California as discussed with the senior management of PacWest. Sandler O'Neill also received and used in its analyses certain projections of transaction costs, purchase accounting adjustments, expected cost savings and other synergies which were prepared by and/or reviewed with the senior management of PacWest. With respect to those projections, estimates and judgments, the management of PacWest confirmed to us that those projections, estimates and judgments reflected the best currently available estimates and judgments of the management of PacWest. We express no opinion as to such estimates or the assumptions on which they are based. We have assumed that there has been no material change in the respective assets, financial condition, results of operations, business or prospects of PacWest and First California since the date of the most recent financial data made available to us. We have also assumed in all respects material to our analysis that PacWest and First California would remain as a going concern for all periods relevant to our analyses. We express no opinion as to any of the legal, accounting and tax matters relating to the Merger and any other transactions contemplated in connection therewith.

        Our analyses and the views expressed herein are necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect our views. We have not undertaken to update, revise, reaffirm or withdraw this letter or otherwise comment upon events occurring after the date hereof.

        We will receive a fee from PacWest for providing this opinion. PacWest has also agreed to indemnify us against certain liabilities arising out of our engagement. In the ordinary course of our business as a broker-dealer, we may purchase securities from and sell securities to PacWest and First California and their affiliates. We may also actively trade the debt securities of PacWest and First California or their affiliates for our own account and for the accounts of our customers.

        This letter is directed to the Board of Directors of PacWest in connection with its consideration of the Merger and does not constitute a recommendation to any shareholder of either PacWest or First California as to how such shareholder should vote at any meeting of shareholders called to consider and vote upon the Merger. Our opinion is directed only to the fairness, from a financial point of view, of the Merger Consideration to PacWest and does not address the underlying business decision of PacWest to engage in the Merger, the relative merits of the Merger as compared to any other alternative business strategies that might exist for PacWest or the effect of any other transaction in which PacWest might engage. This Opinion has been approved by Sandler O'Neill's fairness opinion committee. We do not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director, or employee, or class of such persons, of either PacWest or First California relative to the compensation to be received in the Merger by any other shareholders of First California.

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        Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration is fair to PacWest from a financial point of view.

  Very truly yours,



 

/s/ Sandler O'Neill & Partners, L.P.



 

SANDLER, O'NEILL & PARTNERS, L.P.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        The following summary is qualified in its entirety by reference to the complete text of PacWest's certificate of incorporation, as amended, and by-laws.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee of or agent to PacWest or Pacific Western Bank. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Article IX of PacWest's certificate of incorporation provides that a director of PacWest shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under Delaware law.

        Article VI, Section 6.4 of PacWest's bylaws provides that, to the maximum extent permitted by law, PacWest shall indemnify any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was a director, officer or employee of the registrant or serves or served at the request of the registrant any other enterprise as a director, officer or employee. Expenses, including attorneys' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by PacWest promptly upon receipt by PacWest of a commitment from such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by PacWest. The bylaws do not limit the power of PacWest or its board of directors to provide other indemnification and expense reimbursement rights to directors, officers, employees, agents and other persons as otherwise pursuant to the bylaws.

        PacWest maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of PacWest.

Item 21.    Exhibits and Financial Statement Schedules

Exhibit Index

Exhibit   Description
  2.1   Agreement and Plan of Merger, dated as of November 6, 2012, by and PacWest Bancorp and First California Financial Group, Inc. (included as Appendix A to the joint proxy statement/prospectus contained in this Registration Statement).

 

3.1

 

Certificate of Incorporation, as amended, of PacWest Bancorp, dated April 22, 2008 (incorporated by reference to Exhibit 3.1 to PacWest Bancorp's Form 8-K filed on May 14, 2008).

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Exhibit   Description
  3.2   Certificate of Amendment to the Certificate of Incorporation of PacWest Bancorp (incorporated by reference to Exhibit 3.1 to PacWest Bancorp's Form 8-K filed on May 14, 2010).

 

3.3

 

Bylaws of PacWest Bancorp (incorporated by reference to Exhibit 3.2 to PacWest Bancorp's Form 8-K filed on May 14, 2008).

 

5.1

 

Opinion and Consent of Jared M. Wolff as to the validity of the securities being registered.

 

8.1

 

Form of Opinion of Wachtell, Lipton, Rosen & Katz regarding certain tax matters.

 

8.2

 

Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.

 

10.1

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the directors of First California Financial Group, Inc. (included as Appendix B to the joint proxy statement/prospectus contained in this Registration Statement).

 

10.2

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the directors of PacWest Bancorp (included as Appendix C to the joint proxy statement/prospectus contained in this Registration Statement).

 

10.3

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the holders of the Series A Preferred Stock of First California Financial Group, Inc. (included as Appendix D to the joint proxy statement/prospectus contained in this Registration Statement).

 

23.1

 

Consent of KPMG LLP.

 

23.2

 

Consent of Moss Adams LLP.

 

23.3

 

Consent of Jared M. Wolff (included in Exhibit 5.1 hereto).

 

23.4

 

Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1 hereto).

 

23.5

 

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2 hereto).

 

24.1

 

Power of Attorney.*

 

99.1

 

Consent of Sandler, O'Neill & Partners, L.P.

 

99.2

 

Consent of Keefe, Bruyette & Woods, Inc.

 

99.3

 

Form of Proxy Card to be used by PacWest Bancorp.

 

99.4

 

Form of Proxy Card to be used by First California Financial Group, Inc.

*
Previously filed

Item 22.    Undertakings

        The undersigned registrant hereby undertakes:

        (a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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        (b)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

        (d)   For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (e)   That prior to any public reoffering of the securities registered hereunder through use of a prospectus that is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

        (f)    That every prospectus (1) that is filed pursuant to paragraph (e) immediately preceding, or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (g)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant

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will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        (h)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (i)    To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on January 16, 2013.

  PACWEST BANCORP



 

By:

 

/s/ JARED M. WOLFF

      Name:   Jared M. Wolff

      Title:   Executive Vice President and General Counsel

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

John M. Eggemeyer
  Chairman of the Board of Directors   January 16, 2013

*

Matthew P. Wagner

 

Chief Executive Officer and Director (Principal Executive Officer)

 

January 16, 2013

*

Victor R. Santoro

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

January 16, 2013

*

Mark N. Baker

 

Director

 

January 16, 2013

*

Craig A. Carlson

 

Director

 

January 16, 2013

*

Stephen M. Dunn

 

Director

 

January 16, 2013

*

Barry C. Fitzpatrick

 

Director

 

January 16, 2013

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Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

George E. Langley
  Director   January 16, 2013

*

Susan E. Lester

 

Director

 

January 16, 2013

*

Timothy B. Matz

 

Director

 

January 16, 2013

*

Arnold W. Messer

 

Director

 

January 16, 2013

*

Daniel B. Platt

 

Director

 

January 16, 2013

*

John W. Rose

 

Director

 

January 16, 2013

*

Robert A. Stine

 

Director

 

January 16, 2013

*By:

 

/s/ JARED M. WOLFF

(Attorney-in-Fact)
Pursuant to Powers of Attorney

 

 

 

 

Date: January 16, 2013

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Exhibit Index

Exhibit   Description
  2.1   Agreement and Plan of Merger, dated as of November 6, 2012, by and PacWest Bancorp and First California Financial Group, Inc. (included as Appendix A to the joint proxy statement/prospectus contained in this Registration Statement).

 

3.1

 

Certificate of Incorporation, as amended, of PacWest Bancorp, dated April 22, 2008 (incorporated by reference to Exhibit 3.1 to PacWest Bancorp's Form 8-K filed on May 14, 2008).

 

3.2

 

Certificate of Amendment to the Certificate of Incorporation of PacWest Bancorp (incorporated by reference to Exhibit 3.1 to PacWest Bancorp's Form 8-K filed on May 14, 2010).

 

3.3

 

Bylaws of PacWest Bancorp (incorporated by reference to Exhibit 3.2 to PacWest Bancorp's Form 8-K filed on May 14, 2008).

 

5.1

 

Opinion and Consent of Jared M. Wolff as to the validity of the securities being registered.

 

8.1

 

Form of Opinion of Wachtell, Lipton, Rosen & Katz regarding certain tax matters.

 

8.2

 

Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.

 

10.1

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the directors of First California Financial Group, Inc. (included as Appendix B to the joint proxy statement/prospectus contained in this Registration Statement).

 

10.2

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the directors of PacWest Bancorp (included as Appendix C to the joint proxy statement/prospectus contained in this Registration Statement).

 

10.3

 

Voting and Support Agreement, dated as of November 6, 2012, by and among PacWest Bancorp, First California Financial Group, Inc. and the holders of the Series A Preferred Stock of First California Financial Group, Inc. (included as Appendix D to the joint proxy statement/prospectus contained in this Registration Statement).

 

23.1

 

Consent of KPMG LLP.

 

23.2

 

Consent of Moss Adams LLP.

 

23.3

 

Consent of Jared M. Wolff (included in Exhibit 5.1 hereto).

 

23.4

 

Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1 hereto).

 

23.5

 

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2 hereto).

 

24.1

 

Power of Attorney.*

 

99.1

 

Consent of Sandler, O'Neill & Partners, L.P.

 

99.2

 

Consent of Keefe, Bruyette & Woods, Inc.

 

99.3

 

Form of Proxy Card to be used by PacWest Bancorp.

 

99.4

 

Form of Proxy Card to be used by First California Financial Group, Inc.

*
Previously filed.

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