Banc of California Mergers & Acquisitions Beach Business Bank

Completion Date July 1, 2012

Original Link to Article

Deal Overview

Buyer: First PacTrust Bancorp, Inc.

Actual Acquirer: First PacTrust Bancorp, Inc.

Target: Beach Business Bank

Deal Type: Bank & Thrift Company

Agreement Date: 8/30/2011

Announcement Date: 8/31/2011

Announced Deal Value ($ M): 37.15

Status: Completed

Completion Date: 7/1/2012

Announced Deal Value Per Share ($ ): 9.12

Consideration Breakout

Cash ($M): 37.5

Deal Pricing Ratios

(Announcement / Completion)

Price / Book (%): 119.1 - 115.4

Price / Tangible Book (%): 119.1 - 115.4

Price / Earnings (x): 26.8 - 20.6

Price / Deposits (%): 14.12 - 14.63

Price / Assets (%): 12.21 - 12.59

Tangible Book Premium/ Deposits (%): 2.59 - 2.16

Deal Terms

First PacTrust Bancorp Inc. paid $9.2142 per share in cash and issued one warrant to purchase 0.33 shares of First PacTrust common stock at an exercise price of $14.00 per share to acquire Beach Business Bank. In addition, First PacTrust intended to repay Beach Business Bank's remaining TARP preferred securities in full in connection with the completion of the merger.

Accounting Method: Acquisition

In-State Transaction? Yes

Merger of Equals? No

Geographic Expansion? Market Expansion

Goodwill Generated ($ 000): 7,073

Estimated Cost Savings (%): 15.00

Estimated Cost Savings ($ 000): 1,536

Est. Restructuring Charges ($ 000): 1,250

Maximum Termination Fee ($ 000): 2,000

Minimum Termination Fee ($ 000): 0

Exchange Ratio (Common For Common): NA

Exchange Ratio (Common For Preferred): NA

Exchange Ratio (Preferred For Common): NA

Exchange Ratio (Preferred For Preferred): NA

Lockup Agreement: No

Strike Price ($ ): NA

% of Shares Outstanding: NA

Shares Under Option: NA

Core Deposit Intangibles ($ 000): 4,470

Deal Advisers

Financial Advisers

(Party Advised - Adviser Hired? - Firm Name)

Buyer - NA - NA

Seller - Yes - Sandler O'Neill & Partners LP

Legal Counsel

(Party Advised - Adviser Hired? - Firm Name)

Buyer - Yes - Wachtell Lipton Rosen & Katz

Seller - Yes - King Holmes Paterno & Soriano


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First PacTrust Bancorp and Beach Business Bank Complete Merger

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First PacTrust buys Beach Business Bank for $37.2 Million