SAN FRANCISCO — UnionBanCal Corporation (UNBC) and its primary subsidiary, Union Bank, N.A. (Union Bank), announced March 12 that UNBC has entered into a definitive agreement to acquire Pacific Capital Bancorp, a bank holding company headquartered in Santa Barbara, for $46 per share in cash.
The acquisition, which requires approval from banking regulators and subject to other customary closing conditions, is expected to be completed in the fourth quarter of 2012. Following entry by the companies into the agreement, SB Acquisition Company LLC, the holder of approximately 75 percent of the outstanding shares of common stock of Pacific Capital Bancorp, delivered to Pacific Capital Bancorp its action by written consent adopting and approving the agreement.
By acquiring Pacific Capital Bancorp and its primary bank operations, Santa Barbara Bank & Trust, N.A., Union Bank will expand its geographic footprint to important areas of the Central Coast. Union Bank will become the leading bank in the Santa Barbara Metropolitan Statistical Area (MSA), fourth in the Oxnard-Thousand Oaks MSA, fourth in the Salinas-Carmel MSA and a top five bank in other Central Coast MSAs.
This acquisition will strengthen Union Bank’s ability to serve customers through greater scale and distribution in community banking, consumer, commercial and small business lending, and wealth management.
The transaction values Pacific Capital Bancorp at approximately 1.6 times adjusted tangible book value, and reflects the unique strategic value of this acquisition to Union Bank and the opportunity to realize significant operating synergies. Pacific Capital Bancorp’s tangible book value is expected to increase significantly upon the close of the transaction from tax-related assets and an increase in the value of the loan portfolio.
Union Bank President and Chief Executive Officer Masashi Oka said, “We are excited about the opportunity to acquire Pacific Capital Bancorp and Santa Barbara Bank & Trust. This allows us to extend our community-focused banking services to customers in the vitally important Santa Barbara and Central Coast regions.”
He added, “As a responsible California-based bank that has provided services to Californians for nearly 150 years, our approach and focus on long-term customer and community relationships will be a perfect fit with Pacific Capital Bancorp. Santa Barbara and the Central Coast are very attractive regions for banking and wealth management services, and represent an important geographic expansion for Union Bank. We look forward to working with the employees of Santa Barbara Bank & Trust.”
“This transaction is confirmation of the significant achievements over the past 18 months of the entire team at Santa Barbara Bank & Trust, an outstanding community bank franchise,” said Pacific Capital Bancorp CEO Carl B. Webb. “We have joined forces with a strong, stable financial services organization that shares our vision of community-based banking. The combination of our two organizations ensures that our local customers and communities will continue to be well served in the future by a responsible, high quality bank with significant capabilities and convenience throughout California.”
UnionBanCal Corporation has engaged Morgan Stanley & Co., LLC as its financial advisor in connection with this acquisition. Its legal advisor is Sullivan & Cromwell LLP. Pacific Capital Bancorp engaged Wachtell, Lipton, Rosen & Katz as its legal advisor for this transaction. Sandler O’Neill + Partners provided a fairness opinion to Pacific Capital Bancorp’s Board of Directors.
An investor presentation for this transaction is available here.