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4 Banks Ready to Sell Out

If a Monday acquisition of Pacific Capital Bancorp (PCBC) for by UnionBanCal for $1.5 billion is any indication of 2012 deal activity, banks held by private equity owners may increasingly make it to the selling block.

In the California bank consolidation, UnionBanCal's is buying Pacific Capital Bancorp for $46 a share or a 60% premium to share prices prior to the deal announcement.

For Pacific Capital's 76% shareholder, the Ford Financial Fund, a private bank investing firm run by Texas billionaire Gerald Ford, the deal is a large windfall on a $500 million investment. The acquisition also was a benefit to U.S. Treasury Department, which held roughly 11% of Pacific Capital's outstanding shares After making a $181 million preferred share investment in Pacific Capital as part of its $700 billion Troubled Asset Relief Program bank bailout in 2008.

Other significant bank's owned by private equity firms include First Republic Bank (FRC), BankUnited (BKU), Boston Private Financial (BPFH), Central Pacific Financial (CPF), Webster Financial (WBS) and National Penn Bancshares (NPBC), among 23 in total notes McGratty in a Jan. 22 report.

While UnionBanCal -- owned by Japanese banking conglomerate Mitsubishi UFJ Financial Group (MTU) after a $3.6 billion acquisition in 2008 - has cut the first in a possible flurry of private equity-backed bank strategic acquisitions, the deal also highlights a M&A rationale.

UnionBanCal said that the premium-priced acquisition would be accretive to earnings as a result of synergies and hundreds of millions in deferred tax assets that came with Pacific Capital. Because Pacific Capital struggled to turn profits since the crisis, a merger allows the acquirer to make use of tax benefits to those losses.

"Unique to this transaction, Union Bank is reversing Pacific Capital's $248mm DTA valuation adjustment and is recording a $20mm net write-up of the 2010 credit mark (after tax). As a result, the as-reported [price to tangible book value] multiple paid of 2.25x declines to 1.6x after making these adjustments," writes McGratty.

In 2009, Pacific Capital lost $421 million as its non-performing assets rose to $467.3 million. The bank's losses have since turned to profits, after it reported net income of over $70 million for 2011. Pacific Capital shares rose over 56% to $45.03 in Monday trading. Prior to the deal, the company's shares were off roughly 7% in the last 12 months.

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For UnionBanCal, the move is also a quick way for it to grow its wealth management and banking presence in Santa Barbara and the central coast of California.

Overall, UnionBanCal will add Pacific Capital's 47 branches to its 400-plus branches spread across California, Washington, Oregon, Texas and New York. Pacific Capital has $5.9 billion in assets, while UnionBanCal has $89.7 billion in assets, according to filings as of Dec. 31.

In 2010, bank investor Gerald Ford invested $500 million in Pacific Capital, with the agreement to convert the government's preferred investment into common stock. For Ford, Monday's sale of Pacific Capital may have been the bank investment coup that he was looking for in the aftermath of the credit crunch.

After the crisis hit, Ford had been looking for a distressed bank to buy, hiring The Carlyle Group, The Blackstone Group (BX) and TPG Capital to bid on First Republic Bank, then a unit of Bank of America (BAC). Instead, First Republic was sold to private equity firms General Atlantic and Colony Capital and is now among the banks that McGratty notes is a top performing private equity investment.

-- Written by Antoine Gara in New York
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