Exhibit 10.1
EXECUTION VERSION
STOCK PURCHASE AGREEMENT
by and between
PACWEST BANCORP
and
CAPGEN CAPITAL GROUP II LP
August 29, 2008
PACWEST BANCORP
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of August 29, 2008,
by and between PacWest Bancorp, a Delaware corporation (the "Company"), and
CapGen Capital Group II LP, a Delaware limited partnership ("Purchaser").
RECITALS
WHEREAS, the Company desires to issue and sell and Purchaser desires to purchase
certain shares of the Company's common stock, par value $0.01 per share (the
"Company Common Stock"), on the terms set forth herein;
WHEREAS, Purchaser is or will be on or prior to the Closing Date (as defined
below) a registered bank holding company and, following consummation of the
Transaction (as defined below), will be a registered bank holding company with
respect to the Company's subsidiary bank; and
WHEREAS, the Company has authorized, and shall prepare and file under the terms
set forth herein, a registration statement on Form S-3 under the Securities Act
of 1933, as amended (the "Act"), with respect to the Shares (as defined below).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
SECTION 1
AGREEMENT TO SELL AND PURCHASE
Subject to the terms and conditions hereof, Purchaser agrees to purchase from
the Company, on the Closing Date, 3,846,153 (three million eight hundred
forty-six thousand one hundred fifty-four) shares (the "Shares") of Company
Common Stock, and the Company agrees to issue and sell such Shares to Purchaser,
at a price of $26.00 per share for an aggregate purchase price (the "Purchase
Price") equal to $99,999,978 (ninety nine million nine hundred ninety nine
thousand nine hundred seventy eight dollars) (such issuance, sale and purchase
of the Shares, along with the other commitments by each party to the other set
forth in this Agreement, the "Transaction").
SECTION 2
CLOSING, DELIVERY AND PAYMENT
2.1
CLOSING.
THE CLOSING (THE "CLOSING") OF THE PURCHASE AND SALE OF
THE SHARES SHALL TAKE PLACE AT THE OFFICES OF THE COMPANY, AT 10:00 A.M., LOCAL
TIME ON (I) THE FIRST BUSINESS DAY (AS DEFINED BELOW) FOLLOWING THE LAST TO BE
WAIVED OR FULFILLED OF THE CONDITIONS SET FORTH IN SECTION 8 (OTHER THAN THOSE
CONDITIONS THAT BY THEIR NATURE ARE TO BE SATISFIED AT THE CLOSING, BUT SUBJECT
TO THE FULFILLMENT OR WAIVER OF THOSE CONDITIONS) OR (II) SUCH OTHER DATE AND
TIME AS THE PARTIES HERETO MAY MUTUALLY AGREE.
THE DATE ON WHICH THE CLOSING
OCCURS IS REFERRED TO HEREIN AS THE "CLOSING DATE."
FOR PURPOSES OF THIS
AGREEMENT, A "BUSINESS DAY" SHALL MEAN ANY DAY THAT IS NOT A SATURDAY, SUNDAY OR
OTHER DAY IN WHICH BANKS IN THE STATE OF CALIFORNIA OR NEW YORK ARE AUTHORIZED
OR REQUIRED BY LAW TO BE CLOSED.
2.2
DELIVERY.
AT THE CLOSING, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE COMPANY WILL DELIVER TO PURCHASER THE SHARES IN CERTIFICATE FORM OR
VIA UNCERTIFICATED BOOK-ENTRY FORM PURSUANT TO INSTRUCTIONS