Banc of California Mergers & Acquisitions Private Bank of California

Completion Date July 1, 2013

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Deal Overview

Buyer: First PacTrust Bancorp, Inc.

Actual Acquirer: Beach Business Bank

Target: Private Bank of California

Deal Type: Bank & Thrift Company

Agreement Date: 8/21/2012

Announcement Date: 8/22/2012

Announced Deal Value ($ M): 51.95

Status: Completed

Completion Date: 7/1/2013

Announced Deal Value Per Share ($ ): 12.95

Consideration Breakout

Cash ($M): 24.8

Common Stock ($M): 28.2

Common Stock Issued: 2,082,654

Deal Pricing Ratios

(announcement / completion)

Price / Book (%): 121.8 - 126.8

Price / Tangible Book (%): 121.8 - 126.8

Price / Earnings (x): 25.4 - 25.6

Price / Deposits (%): 9.40 - 9.65

Price / Assets (%): 8.13 - 8.31

Tangible Book Premium/ Deposits (%): 2.37 - 2.81

Deal Terms

First PacTrust Bancorp Inc. paid $6.47 in cash and exchanged 0.5416 shares of its common stock to acquire each outstanding share of Private Bank of California. First PacTrust Bancorp Inc. also assumed $10 million of SBLF preferred stock.

Accounting Method: Acquisition

In-State Transaction? Yes

Merger of Equals? No

Geographic Expansion? In Market

Goodwill Generated ($ 000): 15,196

Estimated Cost Savings (%): NA

Estimated Cost Savings ($ 000): NA

Est. Restructuring Charges ($ 000): 3,000

Maximum Termination Fee ($ 000): 2,000

Minimum Termination Fee ($ 000): 0

Exchange Ratio (Common For Common): 0.541600

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): 10,330

Deal Advisers

Financial Advisers

(Party Advised - Adviser Hired? - Firm Name)

Buyer - Yes - FIG Partners LLC

Seller - Yes - Milestone Advisors LLC

Legal Counsel

Financial Advisers

(Party Advised - Adviser Hired? - Firm Name)

Buyer - Yes - Wachtell Lipton Rosen & Katz

Seller - Yes - King Holmes Paterno & Soriano

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