Pacific Mercantile Bancorp in Costa Mesa, Calif., has reached an agreement to swap about 3 million shares of common stock for all of its outstanding preferred stock and warrants.

The $1 billion-asset company will issue the common stock to private-equity firm Carpenter & Co., in Irvine, Calif., and Clinton Group in New York. In exchange, Pacific Mercantile will receive 147,225 shares of preferred stock, in two separate series of shares, and warrants to purchase 761,278 shares of common stock.

The agreement requires regulatory approval. Pacific Mercantile did not disclose an estimated closing date.

The agreement will eliminate Pacific Mercantile's quarterly preferred stock dividend accrual and simplify its capital structure, Steve Buster, chief executive, said in a Monday news release. All of Pacific Mercantile's outstanding preferred stock and warrants are currently held by Carpenter and Clinton Group.

Carpenter owned about 32.6% of Pacific Mercantile, as of Apr. 15. Clinton Group owned about 7.1%.

Carpenter Bank Partners, a $5.8 billion-asset multibank holding company affiliated with Carpenter & Co., is the holding company for Pacific Mercantile; Heritage Oaks Bancorp in Paso Robles, Calif.; and several other California banks.

O'Melveny & Myers was legal counsel to Pacific Mercantile on the agreement. Schulte Roth & Zabel was legal counsel to Clinton Group. Sheppard, Mullin, Richter & Hampton was Carpenter's legal counsel.

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