EX-99.1 2 brhc20056407_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 Creating the premier California business bank  July 25, 2023 
 

 DISCLAIMER  Cautionary Note Regarding Forward-Looking Statements  This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Banc of California and PacWest and the proposed investment by Warburg Pincus LLC and Centerbridge Partners, L.P. (collectively, the “Investors”) in equity securities of Banc of California pursuant to the investment agreements entered into between the Investors and Banc of California (the “Investment Agreements”). Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Banc of California and PacWest and the proposed investment by the Investors, including statements as to the expected timing, completion and effects of the proposed transaction. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of Banc of California’s and PacWest’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of Banc of California and PacWest. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the requisite approval of the Banc of California stockholders and PacWest stockholders within the time period provided in the Agreement and Plan of Merger, dated July 25, 2023, by and among PacWest, Banc of California and Cal Merger Sub, Inc. (the “Merger Agreement”); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or the Investment Agreements; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on Banc of California’s and PacWest’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of Banc of California and PacWest; (vii) potential difficulties in retaining Banc of California and PacWest customers and employees as a result of the proposed transaction; (viii) Banc of California’s and PacWest’s estimates of its financial performance; (ix) changes in general economic conditions; (x) changes in the interest rate environment, including the recent increases in the Board of Governors of the Federal Reserve System benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect Banc of California’s and PacWest’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; (xi) the impacts of continuing inflation; (xii) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of Banc of California’s and PacWest’s underwriting practices and the risk of fraud; (xiii) fluctuations in the demand for loans; (xiv) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund Banc of California’s and PacWest’s activities particularly in a rising or high interest rate environment; (xv) the rapid withdrawal of a significant amount of deposits over a short period of time; (xvi) results of examinations by regulatory authorities of Banc of California or PacWest and the possibility that any such regulatory authority may, among other things, limit Banc of California’s or PacWest’s business activities, restrict Banc of California’s or PacWest’s ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase Banc of California’s or PacWest’s allowance for credit losses, result in write-downs of asset values, restrict Banc of California’s or PacWest’s ability or that of Banc of California’s or PacWest’s bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xvii) the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (xviii) changes in the markets in which Banc of California and PacWest compete, including with respect to the competitive landscape, technology evolution or regulatory changes; (xix) changes in consumer spending, borrowing and saving habits; (xx) slowdowns in securities trading or shifting demand for security trading products; (xxi) the impact of natural disasters or health epidemics; (xxii) legislative or regulatory changes; (xxiii) impact of operating in a highly competitive industry; (xxiv) reliance on third party service providers; (xxv) competition in retaining key employees; (xxvi) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; (xxvii) changes to accounting principles and guidelines; (xxviii) potential litigation relating to the proposed transaction that could be instituted against Banc of California, PacWest or their respective directors and officers, including the effects of any outcomes related thereto; (xxix) volatility in the trading price of Banc of California’s or PacWest’s securities; (xxx) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; and (xxxi) unexpected costs, charges or expenses resulting from the proposed transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Banc of California’s registration statement on Form S-4 that will contain a joint proxy statement/prospectus discussed below, when it becomes available, and other documents filed by Banc of California or PacWest from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings do and will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither Banc of California nor PacWest presently knows or that Banc of California or PacWest currently believes are immaterial that could also cause actual events and results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Banc of California’s and PacWest’s expectations, plans or forecasts of future events and views as of the date of this document. Banc of California and PacWest anticipate that subsequent events and developments will cause Banc of California’s and PacWest’s assessments to change. While Banc of California and PacWest may elect to update these forward-looking statements at some point in the future, Banc of California and PacWest specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Banc of California’s and PacWest’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forward-looking statements speak only as of the date they are made. Neither Banc of California nor PacWest gives any assurance that either Banc of California or PacWest, or the combined company, will achieve the results or other matters set forth in the forward-looking statements. 
 

 No Offer or Solicitation  This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Banc of California, PacWest or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.  Additional Information and Where to Find It   This document relates to the proposed transaction between Banc of California and PacWest and the proposed investment in Banc of California by Investors. Banc of California intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary joint proxy statement/prospectus to be distributed to holders of Banc of California’s common stock and PacWest’s common stock in connection with Banc of California’s and PacWest’s solicitation of proxies for the vote by Banc of California’s stockholders and PacWest’s stockholders with respect to the proposed transaction. After the registration statement has been filed and declared effective, Banc of California and PacWest will mail a definitive joint proxy statement/prospectus to their respective stockholders that, as of the applicable record date, are entitled to vote on the matters being considered at the Banc of California stockholder meeting and at the PacWest stockholder meeting, as applicable. Banc of California or PacWest may also file other documents with the SEC regarding the proposed transaction.   BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Banc of California or PacWest through the website maintained by the SEC at www.sec.gov.   The documents filed by Banc of California or PacWest with the SEC also may be obtained free of charge at Banc of California’s or PacWest’s website at https://investors.bancofcal.com, under the heading “Financials and Filings” or www.pacwestbancorp.com, under the heading “SEC Filings” , respectively, or upon written request to Banc of California, Attention: Investor Relations, 3 MacArthur Place, Santa Ana, CA 92707 or PacWest, Attention: Investor Relations, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA 90212 , respectively.  Participants in Solicitation  Banc of California and PacWest and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Banc of California’s stockholders or PacWest’s stockholders in connection with the proposed transaction under the rules of the SEC. Banc of California’s stockholders, PacWest’s stockholders and other interested persons will be able to obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers of Banc of California and PacWest in Banc of California’s registration statement on Form S-4 that will be filed, as well other documents filed by Banc of California or PacWest from time to time with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed the participants in the proxy solicitation of Banc of California’s or PacWest’s stockholders in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Banc of California or PacWest will also be available free of charge from Banc of California or PacWest using the contact information above.  DISCLAIMER 
 

 CREATING THE PREMIER BUSINESS BANK IN CALIFORNIA  Source: FactSet, S&P Global Market Intelligence; Financial data and estimates as of June 30, 2023  (1) Southern California market includes Los Angeles County and Orange County; (2) Excludes money center banks (WFC); (3) Core deposit funding defined as non-brokered deposits as a percentage of total deposits; (4) Run-rate represents estimated 4Q 2024 metrics and financials; (5) Cash ROATCE excludes amortization of intangibles  Enhanced scale, attractive returns   and robust capital and liquidity  $36.1bn of assets at close  ~3% SoCal deposit market share(1)   #3 largest California headquartered bank(2)  ~8.0% cash / assets  <10% wholesale funding / assets  ~90% core deposits(3) / ~80% insured  Robust capital  Scale and   market position  10.0%+ CET1  $400mm committed equity raise  ~3% tangible book value accretive  Strong liquidity and funding position  Improved forward profitability  20%+ 2024E GAAP EPS accretion  1.10%+ ROAA run-rate 2024(4)  13.0%+ cash ROATCE run-rate 2024(4,5)  Dominant business bank with highly attractive footprint   Long Beach  Los Angeles  San Diego  San Bernardino  Riverside  Irvine  Pasadena  HQ  PACW (70)  BANC (27) 
 

 Significant upside opportunities  Strong community bank with differentiated funding verticals  Complementary Businesses  ACCRETIVE TO EPS AND TBVPS  robust capital and liquidity PROFILE  The Premier California relationship-focused business bank  COMPELLING INVESTMENT THESIS 
 

 FINANCIALLY AND STRATEGICALLY COMPELLING  Highly earnings accretive and TBVPS accretive   Optimizes and strengthens balance sheet  ~$1.65–$1.80  ~$13bn  Paydown of wholesale funding(3)  Strong market position with significant upside opportunities  3rd  Largest California headquartered bank(5)  8  Banks recently exited the California market(6)  30%  Noninterest-bearingdeposits  ~3%  TBVPSaccretion  ~16.5%  Pro forma   total capital  Source: FactSet, S&P Global Market Intelligence; Note: Financial data and estimates as of June 30, 2023; (1) To Banc of California; (2) Core deposit funding defined as non-brokered deposits as a percentage of total deposits; (3) Includes pre- and post-closing paydowns based on 2Q balances; (4) Represents total liquidity capacity as a percentage of uninsured and uncollateralized deposits; (5) Excludes money center banks (WFC); (6) Includes the following acquired or failed banks: Bank of the West, CIT, First Republic, Opus Bank, Rabobank, Signature, Silicon Valley, Union Bank  ~90% core deposit funded(2)  Well positioned to capture additional market share  100+ bps of CET1 generated annually  2.0x+  Liquidity coverage ratio(4)  20%+  2024E EPS accretion(1)  10%+  CET1  +  2024E  EPS 
 

 SUMMARY OF TRANSACTION TERMS  Merger structure  Banc of California, Inc. will be legal and currency acquiror  Banc of California, N.A. will merge into Pacific Western Bank and take Banc of California name and brand  PacWest will be accounting acquirer (Banc of California’s balance sheet will be subject to fair value accounting)  Merger consideration  100% stock-for-stock transaction with a fixed 0.6569x exchange ratio  Exchange ratio represented an at-the-market transaction at the time the indication of interest was signed  Capital raise  $400mm committed equity raise from Warburg Pincus and Centerbridge (investors conducted extensive due diligence)  Purchase price is fixed at $12.30 per BANC share, which will fund concurrent with the merger closing  Capital enables acceleration of balance sheet repositioning while maintaining 10%+ CET1  Ownership  47% PacWest | 34% Banc of California | 16% Warburg Pincus(1) | 4% Centerbridge(1)  Board composition and leadership  Three members of PacWest’s board and one individual from Warburg Pincus will join Banc of California’s 12-member board of directors  Jared Wolff (BANC): Chief Executive Officer and Chairman of the Board of the Bank  John Eggemeyer (PACW): Chairman of the Board of the Holding Company  Combined management team will be comprised of both banks’ executives  Anticipated timing and approvals  Subject to receipt of approvals from both stockholders and regulators  Federal Reserve and California Department of Financial Protection and Innovation   Anticipated closing in late 2023 / early 2024  Note: Market data as of July 24, 2023; Totals may not sum due to rounding  (1) Warburg Pincus and Centerbridge ownership excludes warrants each firm will receive 
 

 OPPORTUNITY TO FILL SUBSTANTIAL VOID IN CALIFORNIA  Six of the top fifteen mid-sized banks have left the market since 2019  Pro forma company is the   4th largest mid-sized bank in California  Source: State of California, FRED, NCES, S&P Global Market Intelligence, U.S. DOT; Note: Deposit market share data as of June 30, 2022  (1) Deposit market share data excludes banks with greater than $250bn total assets  State with the 2nd largest deposit base  4.2mm small businesses in California  $82k real median household income vs. $71k U.S. median  5th largest economy in the world (measured by GDP)  39mm state residents, increasing by 0.6% CAGR since 2000  #6 Long Beach and #9 Los Angeles ports (measured by tonnage)  54 public universities and 171 private non-profit universities  California is one of the best   banking markets in the United States  2019 California deposit market share rankings(1)  2022 California deposit market share rankings(1)  5th economy  Ports  HHI (US), HHI (CA)  Population  Output  Universities  Funding costs  GDP by state  GDP PBS contr. to CA 
 

 INTENSE FOCUS ON IN-MARKET RELATIONSHIP BANKING  COMMUNITY BANKING  Personal Banking  Savings and Investments  COMMERCIAL & BUSINESS BANKING  Business Banking  Middle Market Banking  Asset-Based Lending & Term Loans  Full Stack Payment Processing Solutions  Depository Services  Cash Management andTreasury Management Solutions  SPECIALTY BANKING  Entertainment  Healthcare & Education  Professional Services  Foundations/Non-Profit Banking  Government  Business Management Banking  Venture Banking  REAL ESTATE BANKING  CRE & Multifamily Lending  Mortgage Warehouse Lending  Bridge & Construction Lending  Cash Management and Treasury Management Solutions  SPECIALTY DEPOSITS  HOA  Escrow   Bankruptcy/Fiduciary Services  Title/1031/Property Management  Government Banking  Institutional Deposits  Tailored Cash Management andCredit Solutions  Like-minded approach to commercial and community banking with complementary niches 
 

 DIFFERENTIATED DEPOSIT AND FEE VERTICALS  Continue to prioritize core deposit funding(1)  HOA Banking  Payments  Noninterest-bearing  CDs  Brokered  Checking  Savings & MMDA  $4 billion total deposits  Ultra sticky, low-cost deposits proven through cycle  HOA industry has 7,500+ Property Management companies  Nationwide reach with 347,000 Community Associations   Opportunity for further market penetration   Leading Homeowner Association Banking Business  Cost of deposits: ~2.20%  Insured deposits: ~80%  Deposits / total funding: ~95%   Proprietary payments software  Scalable and meaningful fee-based income  Unique client acquisition source  Generates noninterest-bearing deposits   Enhances technology capabilities  Deepstack is a differentiated payment processing platform  Source: S&P Global Market Intelligence; Financial data and estimates as of June 30, 2023  (1) Represents estimated 4Q 2024 metrics and financials  $30.5bn 
 

 Go forward strategy prioritizes RELATIONSHIP lending  Note: Represents run-rate estimated lending verticals in 4Q 2024  Growthareas  Stableportfolios  Run-off /   Exit  SBA  Equipment lending & leasing  CRE  Core C&I  Permanent multifamily  Warehouse  lending  Fund finance / Portfolio lending  Residential / Consumer  Lender finance  CIVIC  National lending  Student 
 

 REPOSITIONING CREATES A STRONG BALANCE SHEET    Brokered deposits   BTFP   Repurchase agreement   FHLB  Pre-close standalone paydown  Source: S&P Global Market Intelligence; Note: Financial data and estimates as of June 30, 2023; Totals may not sum due to rounding  (1) Repositioning includes sale of BANC single family mortgage loans, multifamily loans and securities portfolio and PACW AFS securities (see page 24 in appendix for further detail)   (2) $2bn+ of additional cash generated by closing   Credit-linked notes  Pro forma  (post-repositioning)  Repurchaseagreement  FHLB  BTFP  Brokered  deposits  2Q   Combined  Sell  $7bn  Liquid   assets(1)  3.75%  Yield   Raise  $400mm  Committedcapital raise  Paydown  $13bn  Wholesale  borrowings  5.00%  Cost  Implemented strategies to protect capital through closing  Entered into a contingent forward asset sale agreement on residential mortgage portfolio at modeled discount  $3.5bn interest rate hedge to protect purchase accounting risk to close  Legally binding equity commitments fund at close at a fixed dollar price  PacWest has the flexibility to reduce wholesale funding pre-close, utilizing excess cash  Balance sheet positioned to be interest rate neutral pro forma  Mitigating risk through closing  Repositioning impacts  170bps NIM improvement  $13bn B/S reduction  10.0%+ CET1   Utilize  $6bn  Excess cash(2)  5.10%  Yield   $16.2bn  ($1.6bn)  ($0.3bn)  ($1.3bn)  ($4.4bn)  $2.9bn  ($4.9bn)  ($0.8bn)  FHLB  Brokereddeposits  Post-close paydown  Wholesale funding 
 

 SIGNIFICANTLY ENHANCED LIQUIDITY, FUNDING AND CAPITAL PROFILE   Core deposits(1)   Wholesale funding   Common equity   Other liabilities and preferred equity  Liabilities and equity  Source: S&P Global Market Intelligence; Note: Financial data as of June 30, 2023; Totals may not sum due to rounding  (1) Core deposits defined as non-brokered deposits; (2) Balance sheet components shown as percentage of total liabilities and equity   (3) Core deposit funding defined as non-brokered deposits as a percentage of total deposits  $48bn  $36bn  (2Q combined)(2)  Pro forma  (post-repositioning)(2)  ~24%  NIB deposits  30%+  Wholesale funding  ~75%  Core deposit funding(3)  ~3.30%  Cost of funds  ~30%  NIB deposits  <10%  Wholesale funding  ~90%  Core deposit funding(3)  ~2.40%  Cost of funds 
 

 COMBINATION UNLOCKS EARNINGS POTENTIAL  Source: S&P Global Market Intelligence; Note: Financial data and estimates as of June 30, 2023  (1) PacWest annualized adjusted earnings available to common stockholders shown  Net income, $mm  Right-sized expense base and balance sheet repositioning drive earnings upside  Non-run-rate   expenses  2Q Combined  (annualized)  Cost savings  Estimated  2024 FY  $310 / $1.80  Confident in ability to deliver on financial targets  Balance sheet repositioning and removal of elevated expenses drive majority of upside  ~$170mm of pre-tax non-run-rate expenses at PacWest from run-off businesses and assessments  Pre-tax cost savings of ~$130mm or ~15% of core expenses based on bottoms up analysis  Focus on real estate optimization, redundant technology and professional services  Repositioning improves NIM by ~170bps and NII by ~$90mm  $400mm capital raise unlocks ability to sell assets  Balance sheet   repositioning  Other   adjustments /   run-off  $175  A  B  C  A  B  C  $280 / $1.65  (1) 
 

 EXPERIENCED MANAGEMENT WITH TRACK RECORD OF SUCCESS  Joe Kauder  Chief Financial Officer  Bob Dyck  Chief Credit Officer  John Sotoodeh   Chief Operating Officer  Bill Black   Strategy & Finance  Chris Blake  President & CEO of Community Banking Group  Bryan Corsini  Credit Executive  Jared Wolff   Chief Executive Officer & President  Hamid Hussain  President of the Bank  Stan Ivie  Government Relations/ Risk   Shared values and vision 
 

 EXTENSIVE DUE DILIGENCE CONDUCTED ON BOTH BANKS   Diligence focus areas included:  Risk Management  Treasury  Audit  Accounting   & Tax  Legal /   Compliance  Human   Resources  Technology & Operations  Commercial Banking  Retail   Banking  Credit  Capital  Deposits &   Borrowings  Deep Dive in Credit   Substantial review of all areas of credit  Random sampling of credit files across defined risk ratings  Conducted multiple stress tests on portfolios   Third party advisors conducted independent credit analyses  Thorough Due Diligence Process  Extensive due diligence process independently conducted by:   Led by Banc of California and PacWest management teams and supported by legal and financial advisors  Extensive investor due diligence supported by credit, accounting, technology, legal, and financial advisors  40+  BANC internal participants  [ ]+  External participants, including advisors and legal  [ ]+  PACW internal participants 
 

 TRANSFORMATIONAL PARTNERSHIP BENEFICIAL FOR ALL PARTIES  Similar approach to relationship-focused community banking  Complementary specialty businesses expand product offering  Greater scale enables investment in technology, products and service  Size of balance sheet allows bank to better serve customers  Expect 20%+ 2024E earnings accretion  Sizeable upside in 2025E EPS  ~3% tangible book value accretive  Creates meaningful scale in attractive California market  Robust capital generation and profitability profile  Shared values and vision  Strong cultural fit  Both companies emphasize diversity, inclusion and employee development  Strong credit and risk management culture   Expanded career opportunities within larger institution  Strong commitment to advance economic inclusion, education and equity in the communities that both organizations serve  Strong focus on corporate, social, environmental and governance responsibility  Robust platforms to engage with community  Clients  Shareholders  Employees  Communities 
 

 APPENDIX 
 

 PRO FORMA LOAN COMPOSITION     Loans / deposits: 79%  $22.3bn  Note: Financial data as of June 30, 2023  (1) Fund finance included in Venture and SBA included in CRE in PacWest’s standalone loan composition; (2) Includes PacWest asset-based lending and other commercial loans;(3) Run-rate represents estimated 4Q 2024 metrics and financials  Loans / deposits: 80%  Loans / deposits: 104%   CRE(1)   Multifamily   Core C&I   SBA   Warehouse   Construction    Residential mortgage   Consumer & other  Community banking  $7.2bn   Venture  Run-rate(3)   Other commercial(2)  $24.5bn   Fund finance(1)   Run-off 
 

 PRO FORMA FUNDING COMPOSITION      Core deposits (excl. CDs)   CDs   Wholesale deposits  Deposits  $31.6bn  $8.3bn  Noninterest-bearing deposits: 30%  Noninterest-bearing deposits: 22%  Noninterest-bearing deposits: 36%    FHLB/FRB/BTFP   Other(1)  Borrowings   Repurchase agreement   Credit linked notes  Run-rate(2)  Note: Financial data as of June 30, 2023; Balance sheet components shown as percentage of total funding  (1) Includes subordinated debt and long-term debt  (2) Run-rate represents estimated 4Q 2024 metrics and financials  $35.1bn 
 

 PACWEST DEPOSIT BASE HAS STABILIZED  PacWest deposit base has stabilized and begun to grow  $20.3  $27.8  Note: Financial data as of July 21, 2023  (1) Core deposits defined as non-brokered deposits  Total deposits  Core deposits(1)  $18.9  $25.9  $bn  +7.5%  +7.3% 
 

 KEY FINANCIAL ASSUMPTIONS  Earnings  Banc of California standalone projections based on consensus estimates  Pro forma reflects management’s outlook for the combined company   Expense base  Reflects bottoms-up cost saving analysis expected to be fully phased in by 4Q 2024  Represents approximately ~$130mm or ~15% pre-tax expense reduction of combined run-rate expense base  One-time costs  $280mm pre-tax and $215mm after tax, including capital and hedging fees  Credit mark  Gross credit mark equal to 1.05x of total loans ($90mm), resulting in 1.20% pro forma LLR / reserves at close  40% of the mark on PCD loans, and 60% of the mark on non-PCD loans  Non-PCD mark is amortized back into earnings  PCD mark is not amortized into earnings  Fair value marks  ~$500mm BANC loan pre-tax write down, ~$140mm accreted into earnings   BANC multifamily and single family mortgage loans sold at close; mark not accreted into earnings  ~$50mm AOCI post-tax write down, recognized in regulatory capital at transaction close; securities sold at close  ~$1mm post tax write down on remaining assets and liabilities, accreted into earnings  CDI  4.00% of all Banc of California core deposits(1), amortized over 10 years using sum-of-the-years digits methodology  Additional   assumptions  28.9% marginal tax rate  Banc of California Durbin dis-synergy of $1.25mm annually  Note: Financial data and estimates as of June 30, 2023  (1) Core deposits defined as non-brokered deposits  Equity raise  $400mm committed equity raise at a fixed price of $12.30 per BANC share 
 

 PURCHASE ACCOUNTING SUMMARY  Tangible book value per share accretion  Source: Company forecasts, FactSet, S&P Global Market Intelligence; Note: Financial data as of June 30, 2023; Market data as of July 24, 2023  (1) Based on expectations and assumptions as of announcement date; subject to change at transaction closing (estimated at June 30, 2023 for illustrative purposes); (2) Based on $54mm pre-tax reserve allocated to non-PCD loans (60%); (3) Based on 0.6569 shares of Banc of California stock for each PacWest common share outstanding  Calculation of intangibles created  (3) 
 

 DETAILS OF BALANCE SHEET REPOSITIONING  Wholesale funding  $13bn  Wholesale  borrowings  5.00%  Weighted  average cost  Assets  $7bn  Liquid   assets  3.75%  Weighted  average yield   Note: Financial data as of June 30, 2023  Brokered deposits  BTFP  FHLB  Repurchase agreement  5.00%  4.40%  4.10%  8.50%  Yield / Cost  Balance  BANC SFR  BANC Multifamily  BANC securities  PACW AFS securities  4.10%  4.15%  4.80%  2.50%  $5.9bn   4.9bn   1.1bn   1.3bn  $1.8bn   1.6bn   1.2bn   2.3bn