(By Balaseshan) First PacTrust Bancorp Inc. (NASDAQ:BANC) said it has agreed to buy The Private Bank of California (PINK:PBCA) for about $13 per share, a 27% premium to PBCA's previous closing price.
The Private Bank of California will merge into Beach Business Bank, a subsidiary of First PacTrust. The transaction is initially valued at about $50 million. Following the closing of the Transaction, Beach Business Bank will be renamed "The Private Bank of California."
The transaction is expected to be immediately accretive to First PacTrust's earnings, excluding one-time merger costs, and accretive to tangible book value within two years of closing.
Pro forma for the Transaction, First PacTrust expects to have about $2.2 billion in total assets with 22 branches located throughout Los Angeles, Orange, San Diego and Riverside counties and 23 loan production offices in California, Arizona, Oregon and Washington.
As part of the transaction consideration, shareholders of Private Bank of California will receive, in aggregate, 2.083 million shares of First PacTrust common stock having a value of about $25 million (at $12.00 per share).
First PacTrust expects to maintain strong capital ratios following the acquisition, including a Tier 1 Capital Ratio to exceed 13% on a fully consolidated, pro forma basis.
The boards of directors of First PacTrust, Beach Business Bank and Private Bank of California have each unanimously approved the Transaction, which is expected to close during the second quarter of 2013.
As part of the transaction, Richard Pachulski, David Misch, Richard Smith, and Nick Zappia have each entered into agreements to continue working with First PacTrust following the closing.
Certain of Private Bank of California's directors and officers, in their capacities as shareholders, representing more than 35% of the outstanding shares, have entered into voting agreements with First PacTrust pursuant to which they have agreed to vote for the transaction.
BANC closed Tuesday's regular session at $12.12, while PBCA ended at $10.20.