Banc of California, Inc. (“Banc of California”) (NYSE: BANC) and
PacWest Bancorp (“PacWest”) (Nasdaq: PACW) today announced the
signing of a definitive agreement pursuant to which the companies
will combine in an all-stock merger transaction. Under the terms of
the agreement, which was unanimously approved by the boards of
directors of both companies, PacWest will merge into Banc of
California, and Banc of California, N.A. will merge into Pacific
Western Bank. The combined holding company and bank will operate
under the Banc of California name and brand following closing of
the transaction. Under the terms of the merger agreement, PacWest
stockholders will receive 0.6569 of a share of Banc of California
common stock for each share of PacWest common stock.
The merger will create the premier California
business banking franchise, which will be well-positioned to
capitalize on market opportunities and broaden the channels and
customers it serves through increased scale and expanded product
offerings.
Banc of California also announced today that it has
entered into investment agreements with affiliates of funds managed
by Warburg Pincus LLC (the “Warburg Investors”) and certain
investment vehicles, managed or advised by Centerbridge Partners,
L.P. and its affiliates (the “Centerbridge Investors” and, together
with the Warburg Investors, the “Investors”), which will invest an
aggregate of $400 million for newly issued equity securities
concurrently with, and subject to, closing of the merger. The
proceeds from this capital raise are expected to be utilized in
conjunction with other planned actions to reposition the combined
company’s balance sheet and generate material savings. The combined
company will repay ~$13 billion in wholesale borrowings, funded by
sales of assets which are fully marked as a result of the
transaction, and excess cash. Banc of California, N.A. has entered
into a $3.5 billion interest rate swap and a contingent forward
asset sale agreement to hedge interest rate risk and lock in
proceeds. These repositioning transactions for the combined company
will result in a higher net interest margin, estimated to add over
170bps compared to the pre-restructured balance sheet. The actions
result in a CET1 of 10%+ pro forma, which includes the cost of
swaps purchased and forward sales.
Following closing and the asset sales, the combined
company is expected to have approximately $36.1 billion in assets,
$25.3 billion in total loans, $30.5 billion in total deposits and
more than 70 branches in California.
Upon completion of the proposed transaction, (a)
the shares issued to PacWest stockholders in the merger are
expected to represent approximately 47% of the outstanding shares
of the combined company, (b) the shares issued to the Investors in
the equity capital raise transaction discussed above are expected
to represent approximately 19% of the outstanding shares of the
combined company and (c) the shares of Banc of California common
stock that are outstanding immediately prior to completion of the
merger are expected to represent approximately 34% of the
outstanding shares of the combined company.
Jared Wolff, President and Chief Executive Officer
of Banc of California, will retain the same roles at the combined
company. John Eggemeyer, who currently serves as the independent
Lead Director on the board of PacWest, will become the Chairman of
the board of the combined company following the merger. The board
of directors of the combined company will consist of 12 directors:
eight from the existing Banc of California board, three from the
existing PacWest board and one from the Warburg Investors.
“This transformational merger will create a robust,
well-capitalized and highly liquid institution poised to deliver
exceptional service to even more California businesses and
communities,” said Mr. Wolff. “We believe both Banc of California
and PacWest stockholders will benefit from the compelling economics
of the combined company and its enhanced ability to deliver
profitable and sustainable growth. Out of the gate, the combined
company will have the strength and market position to support the
banking needs of small and medium-size businesses in California and
to capitalize on the opportunities created for stronger financial
institutions in the wake of the recent banking industry
turmoil.”
Mr. Wolff added, “Due to the high degree of
familiarity between our businesses, we anticipate a smooth
integration that will enable us to quickly and effectively
capitalize on the long-term opportunities unlocked by the strength
of our combined platform. Both institutions follow a client-first,
relationship-based approach to serving our clients and communities
while emphasizing prudent risk management. We believe that uniting
the talent and expertise from both organizations, along with our
cultural similarities and deep familiarity with each other’s
business, will accelerate the execution and delivery of strong and
growing franchise value for all stakeholders.”
Paul Taylor, President and Chief Executive Officer
of PacWest, stated, “This merger is a tremendous opportunity for
PacWest’s stockholders, customers, communities and employees,
representing significant immediate and long-term value beyond
PacWest’s standalone strategic plan. I am honored and extremely
proud of the PacWest team’s fortitude over the past several months
amidst industry-wide volatility. With the combined strength of both
institutions, new capital from investors that are committed to the
strategic vision and value creation of this merger, and a proven
track record of successful integrations, the combined company will
be well-positioned to provide significant value for the long term
to all of our constituents.”
Todd Schell, who will join the board from Warburg
Pincus, noted “We are excited to back the strategic combination of
two institutions we know well and respect. The transaction provides
an opportunity to execute a highly accretive balance sheet
repositioning which generates substantial incremental earnings and
positions the combined company for the next leg of profitable
growth.”
Strategic Benefits of the
Transactions
Enhanced scale and capabilities to serve
substantial void in California: The combined company will
be strategically positioned to capitalize on market opportunities
in California. It will have operational and financial scale to
increase investment in the franchise, including its technology
platform, in order to elevate the client experience, improve
efficiencies, attract the highest quality talent, and enhance new
business development efforts.
Strong balance sheet: The combined
company will have access to additional liquidity through a targeted
balance sheet repositioning at closing, supported by committed
capital of $400 million from the Investors, resulting in robust
capital levels and a strong liquidity profile.
Diversified deposit base and loan
portfolio: The combined company will focus on serving
small and medium-sized businesses in its footprint through
exceptional treasury management services and commercial and real
estate lending that leverage Banc of California’s and PacWest’s
mutual strengths in core community banking. Banc of California’s
niche strengths in healthcare, education, entertainment and
warehouse lending, and PacWest’s niche expertise in HOA banking
services, portfolio lending, equipment lending and leasing, and SBA
lending combine for a diversified loan portfolio. The combination
also creates a more diverse overall deposit mix by combining
complementary deposit specialties.
Experienced management teams with
significant integration experience and deep familiarity:
The combined leadership team is seasoned with a proven track record
of performance and merger integration.
Financial Benefits of the
Merger
The financial benefits of the transaction are
compelling, with estimated 2024 EPS and tangible book value
accretion of 20+% and ~3%, respectively. The pro forma combined
company financial metrics are based on Banc of California’s
stand-alone consensus median analyst estimates, estimated combined
company cost synergies, anticipated purchase accounting
adjustments, the expected merger closing time-frame, and the
capital raise. On a pro forma basis, the business is expected to
deliver compelling operating and return metrics with cost savings
on a fully-phased in basis, including:
- Loan to Deposit Ratio of approximately 85%
- Wholesale Funding Asset Ratio of approximately 8%
- Liquidity Coverage Ratio of 2.0x+
- Common Equity Tier 1 Capital Ratio of approximately 10.0%.
- Tangible Common Equity to Total Asset Ratio of 7.2%
- 4Q24 Run-Rate Cash Return on Average Tangible Common Equity of
approximately 13.0%;
- 4Q24 Run-Rate Return on Average Assets of approximately
1.10%;
- Capital generation in excess of 100bps per year; and
- 2024 Estimated EPS range of $1.65–$1.80
Transaction Details
Banc of California will be the legal acquirer, and
Banc of California N.A. will merge with and into Pacific Western
Bank, which will take the Banc of California name and apply to
become a Federal Reserve member. PacWest will be the accounting
acquirer, with fair value accounting applied to Banc of
California’s balance sheet at closing. Under the terms of the
merger agreement, PacWest stockholders will receive 0.6569 of a
share of Banc of California common stock for each share of PacWest
common stock. Each outstanding share of 7.75% Fixed Rate Reset
Non-Cumulative Perpetual Preferred Stock, Series A, of PacWest will
be converted into the right to receive one share of a newly created
series of substantially identical preferred stock of Banc of
California with the same terms and conditions.
In the equity capital raise transaction, Banc of
California will sell approximately (i) 21.8 million shares of its
common stock at a purchase price of $12.30 per share and (ii) 10.8
million shares of a new class of its non-voting, common-equivalent
stock at a purchase price of $12.30 per share to the Investors. In
addition, the Warburg Investors will receive warrants to purchase
approximately 15.9 million shares of Banc of California non-voting,
common-equivalent stock, and the Centerbridge Investors will
receive warrants to purchase approximately 3.0 million shares of
Banc of California common stock, each with an exercise price of
$15.375 per share, a 25% premium to the price paid on common stock.
The warrants carry a term of seven years but are subject to
mandatory exercise when the market price reaches $24.60 over a
specified period, a 100% premium to the price paid on common
stock.
Timing and Approvals
The parties expect the closing of the merger to
occur in late 2023 or early 2024, subject to satisfaction of
closing conditions, including receipt of customary required
regulatory approvals and requisite approval by the stockholders of
each company, and the concurrent closing of the equity capital
raise. The equity capital raise is expected to close concurrently
with the merger, subject to the concurrent closing of the merger
and other closing conditions.
Advisors
J.P. Morgan Securities LLC is acting as financial
advisor and rendered a fairness opinion to the board of directors
of Banc of California and is acting as sole placement agent to Banc
of California. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as legal counsel to Banc of California. Piper Sandler &
Co. is acting as financial advisor to, and rendered a fairness
opinion to the board of directors of, PacWest. Sullivan &
Cromwell LLP is serving as legal counsel to PacWest. Jefferies LLC
is acting as financial advisor to Warburg Pincus and Centerbridge.
Wachtell, Lipton, Rosen & Katz is serving as legal counsel to
Warburg Pincus, and Simpson Thacher & Bartlett LLP is serving
as legal counsel to Centerbridge.
Joint Conference Call and Webcast
Details
Banc of California and PacWest will conduct a live
conference call and webcast to discuss the transaction at 2:30 p.m.
Pacific Time on Tuesday, July 25, 2023. To listen to the live call,
please dial 888-317-6003 and enter 2706567 for the conference ID.
The webcast, along with related slides, will be available on both
the Banc of California website
(https://investors.bancofcal.com/news-events-and-presentations/event-calendar/default.aspx
and the PacWest website
(https://www.pacwestbancorp.com/news-market-data/presentations/default.aspx).
A replay of the conference call will be available via the websites
listed above.
As a result of today’s merger announcement, both
companies have cancelled their previously scheduled 2023 second
quarter earnings conference calls.
About Banc of California, Inc.
Banc of California, Inc. (NYSE: BANC) is a bank
holding company with $9.37 billion in assets at June 30, 2023
and one wholly-owned banking subsidiary, Banc of California, N.A.
(the Bank). The Bank has 33 offices including 27 full-service
branches located throughout Southern California. Through our
dedicated professionals, we provide customized and innovative
banking and lending solutions to businesses, entrepreneurs and
individuals throughout California, and full stack payment
processing solution through our subsidiary Deepstack Technologies.
We help to improve the communities where we live and work, by
supporting organizations that provide financial literacy and job
training, small business support and affordable housing. With a
commitment to service and to building enduring relationships, we
provide a higher standard of banking. We look forward to helping
you achieve your goals. For more information, please visit us
at www.bancofcal.com.
About PacWest
PacWest is a bank holding company headquartered in
Los Angeles, California, with an executive office in Denver,
Colorado, with one wholly-owned banking subsidiary, Pacific Western
Bank (the “Bank”). Pacific Western Bank is a relationship-based
community bank focused on providing business banking and treasury
management services to small, middle-market, and venture-backed
businesses. The Bank offers a broad range of loan and lease and
deposit products and services through full-service branches
throughout California and in Durham, North Carolina and Denver,
Colorado, and loan production offices around the country. For more
information about PacWest Bancorp or Pacific Western Bank, visit
www.pacwest.com.
About Warburg Pincus
Warburg Pincus LLC is a leading global growth
investor. The firm has more than $83 billion in assets under
management. The firm’s active portfolio of more than 250 companies
is highly diversified by stage, sector, and geography. Warburg
Pincus is an experienced partner to management teams seeking to
build durable companies with sustainable value. The firm has a
nearly 30-year history of investing in the banking sector, having
invested over $3.5 billion in 21 regulated banking institutions
around the world. Notable U.S. bank investments include Dime
Bancorp, Mellon Bank, Webster Financial, Sterling Financial and
National Penn Bancshares. Founded in 1966, Warburg Pincus has
raised 20 private equity and 2 real estate funds, which have
invested more than $112 billion in over 1,000 companies in more
than 40 countries. The firm is headquartered in New York with
offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London,
Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai,
and Singapore. For more information, please visit
www.warburgpincus.com. Follow us on LinkedIn.
About Centerbridge
Centerbridge Partners, L.P. is a private investment
management firm employing a flexible approach across investment
disciplines — Private Equity, Private Credit and Real Estate — in
an effort to develop the most attractive opportunities for our
investors. The Firm was founded in 2005 and as of May 31, 2023 has
approximately $36 billion in capital under management with offices
in New York and London. Centerbridge is dedicated to partnering
with world-class management teams across targeted industry sectors
and geographies. For more information, please visit
www.centerbridge.com.
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.
Investor Relations Inquiries:
Banc of California, Inc.
(855) 361-2262 Jared Wolff, (949) 385-8700
PacWest Bancorp
Kevin L Thompson (303) 802-8934
William J. Black (919) 597-7466
Media Inquiries:
Prosek Partners
Aiden Woglom awoglom@prosek.com (323)
596-8912
Kiki O'Keeffe kokeeffe@prosek.com (203)
915-4936
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