A First PacTrust Investor Jumps into C-Suite to Scout Deals

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The fast-growing First PacTrust Bancorp (BANC) has taken the unusual step of appointing a second chief executive in conjunction with its third bank deal in a little over a year.

Steven Sugarman, the financier who led a recapitalization of the Irvine, Calif., bank two years ago, has been named co-CEO in charge of corporate affairs and nondepository operations at the $1.6 billion-asset First PacTrust's bank holding company.

He will oversee capital-markets matters and the scouting of wealth management and other nonbank acquisition targets, the company told investors Wednesday.

Gregory Mitchell, First PacTrust's CEO since November 2010, will continue as co-CEO of the holding company and remain president and CEO of PacTrust Bank. His primary focus will be on running the loan and deposit side of the business and integrating the company's recent bank acquisitions.

"It is unique," Mitchell said in a conference call with analysts. "One of the things that has happened as a result of PacTrust's rapid rate of growth … is a need for additional resources," he said.

The changes were among a series of executive appointments the company announced along with a $50 million agreement to buy Private Bank of California (PBCA), a profitable, three-branch retail and wealth management bank with a clean balance sheet that operates in the Beverly Hills section of Los Angeles. Other changes include a new general counsel, a new chief risk officer and the establishment of a new corporate advisory board.

The moves are First PacTrust's signal to Wall Street and regulators that it has the bench strength to evolve from a small, sleepy savings bank into a super-community banking conglomerate.

On closing the Private Bank deal in the second quarter, First PacTrust would have 22 branches in Los Angeles and San Diego and another 23 lending offices in California, Arizona, Oregon and Washington.

First PacTrust had assets of $835 million and 10 branches in San Diego and Riverside California before closing two acquisitions this summer. It paid $37 million in July for Beach Business Bank in Manhattan Beach and $15.5 million for Gateway Bancorp in Cerritos this month.

Co-CEOs are rare, though not unheard of in banking. The husband-and-wife team of Marion and Herbert Sandler built and ran Golden West Financial of San Francisco for decades before selling it in 2006.

Sugarman appears to be getting more involved as First PacTrust expands into new territories and businesses, says Brett Rabatin, an analyst with Sterne Agee Group.

Mitchell's background makes it unlikely that board members or regulators made the move because they had doubts about his ability to steer a bigger ship, Rabatin says. Mitchell previously ran California National Bank, which under his stewardship grew from a five-branch wholesale bank with assets of $600 million into a $7.8 billion-asset community bank with 68 branches in the Los Angeles area.

"Steve Sugarman is obviously a guy with a lot of business acumen and connections," Rabatin says. "What I think it means is he's going to be more involved than he has been in the past."

Sugarman worked at the McKinsey consulting firm and Lehman Brothers before founding his own investment firm, COR Capital. He is a First PacTrust director and its largest individual shareholder, holding of 4.26% of its outstanding stock as of April, according to regulatory filings.

Three institutional investors hold larger stakes: Lord Abbett, of Jersey City, N.J., which controls 7.24% of the company, St. Cloud Capital Partners of Los Angeles, which holds 6.61% and America Start-Up Institutions Investments of Monterey Park, Calif., which holds 5.86%.

Sugarman has been an active investor, recommending at least one board member and chairing the company's strategic planning committee, which met 18 times in 2011, the proxy filing said.

The Private Bank deal is a "pretty solid transaction," Rabatin says.

It has a lot of core deposits and the deal is priced rationally, he says. Though the company is only moderately profitable, that is mostly because it is heavy in cash and securities, Rabatin says. The addition of Private Bank means that First PacTrust will be more than just a vanilla retail bank.

Wednesday's executive moves were just the latest in a string of changes at the top of First PacTrust. Last year the company appointed a new chairman, and Hans Ganz, CEO of the operating bank, retired.

Private Bank is the company's largest — and priciest — deal yet.

First PacTrust is paying a price equal to about 128% the tangible book value of Private Bank, which has assets of $650 million.

It paid 119% of tangible book for the $304 million-asset Beach and 62% of tangible book for $187 million-asset Gateway.

First PacTrust described its latest deal in an investor presentation on Wednesday as strategically and financially sound. The price "compares favorably" with other recent bank transactions, and the transaction is expected to add $5 million of profits next year, the presentation states.

First PacTrust expects to earn back the dilution the deal would cause to tangible book within two years.

Private Bank offers additional access to well-to-do western Los Angeles and an entree into private and entertainment banking, the presentation states.

Shareholders of Private Bank shareholders would receive $13 per share. The consideration is to be 50% in cash and 50% stock.

Private Bank earned $423,000 in the first quarter, according to the Federal Deposit Insurance Corp.

Its return on assets was 0.31% while its ratio of nonperforming assets was 0.43%.

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