Under Pressure to Sell Itself, First California Hires Investment Bank

With two of its largest investors pressuring it to find a buyer, First California Financial Group Inc. in Westlake Village has hired an unnamed investment bank to help it explore its options.

In a news release last week in which it reported record earnings for 2011, the $2 billion-asset company said it will look to build on last year's performance by continuing to focus on initiatives that will further improve efficiency and profitability. "In connection with these long-term goals," it said, "the company has determined to engage a financial advisor to assist with the ongoing review of its strategic plans."

Though the First California is more profitable than many of its peers — it earned nearly $21 million in 2011 — investors have been frustrated with a share price that has been trading at well below book value.

First California has been telling investors that it will improve shareholder value largely by cutting expenses, hiring seasoned lenders and making strategic, inexpensive acquisitions. But two separate investment groups that own more than 17% of First California's outstanding shares have publicly questioned management's plan and are urging the board to consider a sale.

The first shot was fired Jan. 12, when the Pohlad family — the owners of the Minnesota Twins baseball club — called the company's growth plan is "inadequate" and demanded in a Securities and Exchange Commission filing that its board "immediately" hire an investment bank "to assess all strategic alternatives." The Pohlads own about 12% of First California's stock.

On Jan. 23 another investment group, Castine Capital Management said it backed the Pohlads' position, arguing that the company's history of acquisitions and track record of organic growth has been "poor."

"As it is the board's fiduciary responsibility to thoughtfully consider all of its strategic options before marching down a costly path of questionable value, we ask that you remember that a company's independence is earned and not a birthright," Castine Capital said in a letter to the First California's board. "The company's historical returns on assets and equity and, more important, prospective returns, do not, in our opinion, justify independence."

Castine, which owns about 5.1% of First California's shares, said it also believes that

First California would be a "highly attractive acquisition candidate for several Southern California banks due to its great deposit franchise."

In a research note to investors, the investment bank D.A. Davidson said it believes that First California would fetch $5.50 a share if it is sold.

First California's shares have jumped more than 25%, to $4.52 at midday Wednesday, since the Pohlads began publicly agitating for a sale.