Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable

The table below summarizes the ownership of the combined company, BANC, following the Merger but prior to the Investments, as well as the market capitalization of the combined company prior to the Investments using shares of BANC and PACW common stock outstanding at November 30, 2023 and BANC’s closing price on November 30, 2023:

	BANC Ownership and Market Value Table
	(Pro Forma prior to Investments)
				Market Value at
	Number of	Percentage		$11.56 BANC Share
	Outstanding Shares	Ownership		Price
	(In thousands)
BANC shareholders	57,158	42.3	%	$	660,746
PACW shareholders	77,906	57.7	%	900,593
Total	135,064	100.0	%	$	1,561,339

Business Acquisition, Pro Forma Information

Next, the hypothetical number of shares PACW would have to issue to give BANC shareholders the same percentage ownership in the combined company is calculated in the table below (based on shares of PACW common stock outstanding at November 30, 2023):

	Hypothetical PACW Ownership
	Number of PACW	Percentage
	Outstanding Shares	Ownership
	(In thousands)
BANC shareholders	87,932	42.3	%
PACW shareholders	119,969	57.7	%
Total	207,901	100.0	%

Schedule of Business Acquisitions by Acquisition, Hypothetical Purchase Price

Finally, the purchase price for purposes of the transaction accounting adjustments is calculated based on the number of hypothetical shares of PACW common stock issued to BANC shareholders, multiplied by the share price as demonstrated in the table below:

	(In thousands, except
	per share data)
Number of hypothetical PACW common shares issued to BANC shareholders	87,932
PACW market price per share as of November 30, 2023	$	7.54
Purchase price consideration	$	663,004

Business Acquisition, Pro Forma Information, Closing

Upon the closing of the transaction, the ownership distribution of the combined company will be as follows, assuming consummation of the Investments, and excluding the potential dilutive effect of warrants or other equity awards:

	Number of	Percentage
	Outstanding Shares	Ownership
	(In thousands)
BANC common stockholders	57,158	33.9	%
PACW stockholders	78,810	46.8	%
Investors	32,520	19.3	%
Total	168,488	100.0	%

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The fair value of acquired net tax assets may change once the final tax returns have been filed and the fair value of acquired loans may change due to additional information being obtained during the measurement period, including the determination of PCD loans as the Company further evaluates the information as of the acquisition date.

	November 30, 2023
	Purchase Price Consideration:
	(In thousands)
Total merger consideration			$	663,004
Fair value of assets acquired:
Cash and due from banks	$	335,300
Investment securities available-for-sale	872,800
Loans and leases held for sale	2,182,988
Loans and leases held for investment, net of allowance for loan and lease losses	3,965,112
Premises and equipment	103,500
Other intangible assets	145,500
Current and deferred tax assets, net	209,100
Other assets	392,550
Total assets acquired	$	8,206,850
Fair value of liabilities assumed:
Deposits	$	6,547,659
FHLB advances	794,000
Long-term debt	257,600
Other liabilities	143,214
Total liabilities assumed	$	7,742,473
Net assets acquired			464,377
Goodwill			$	198,627

Business Acquisition, Pro Forma Information, PCD Loans

The following table provides a summary of these PCD loans at acquisition:

	November 30, 2023
	(In thousands)
Principal of PCD loans acquired	$	1,713,572
PCD ACL at acquisition	(25,623)
Non-credit discount on PCD loans	(154,498)
Fair value of PCD loans	$	1,533,451

Business Acquisition, Pro Forma Information, Merger-related Expenses

The following table shows the amount of the expenses related to the Merger for the year ended December 31, 2023:

	Year Ended
	December 31, 2023
	(In thousands)
Severance and employee-related	$	63,277
Legal and professional	32,523
Asset write-downs, lease terminations and other facilities-related	18,600
System conversion and integration	2,300
Other	5,024
Total merger-related expenses	$	121,724

Business Acquisition, Pro Forma Information, Unaudited

As a result, actual amounts differed from the unaudited pro forma information presented.

	Unaudited Pro Forma for the
	Year Ended December 31,
	2023		2022
	(In thousands)
Net interest income	$	1,123,413	$	1,698,670
Noninterest (loss) income	$	(525,455)	$	92,177
Net (loss) earnings before income taxes (1)	$	(2,031,704)	$	600,322

___________________________

(1)    The 2023 pro forma net loss was adjusted to exclude $164.2 million of merger-related costs, inclusive of historical BANC merger-related costs, incurred in 2023 and the pro forma income for 2022 was adjusted to include these costs.