Notable Mergers and Acquisitions of the Day 11/07: (S)/(USM) (PACW)/(FCAL) (LPSN)

• Sprint (NYSE: S) has entered into a definitive agreement with U.S. Cellular (NYSE: USM) to acquire PCS spectrum and customers in parts of Illinois, Indiana, Michigan, Missouri and Ohio including the Chicago and St. Louis markets for $480 million in cash and the assumption of certain liabilities. The additional spectrum will be used to supplement Sprint’s coverage in these areas as it continues to deploy its Network Vision upgrade and roll out 4G LTE nationally.
  
  Under the terms of the agreement, Sprint will acquire 20 MHz of PCS spectrum in the 1900 MHz band in various Midwest markets including Chicago, South Bend, Ind. and Champaign, Ill. and 10 MHz of PCS spectrum in the St. Louis market. In addition, the transaction involves approximately 585,000 U.S. Cellular customers. U.S Cellular will continue its business operations outside of these markets following the closing.
  
  
  The transaction is subject to regulatory approvals by the Department of Justice and the Federal Communications Commission and is expected to close in mid-2013. In the meantime, the accounts and service of U.S. Cellular customers in these markets will not change. Once the transaction is closed, Sprint will provide additional information on transition plans. Customers with questions can go to USCellularinfo.com to learn more.
  
  
• PacWest Bancorp (Nasdaq: PACW) and First California Financial Group, Inc. (Nasdaq: FCAL) announced the signing of a definitive agreement and plan of merger whereby PacWest will acquire First California for $8.00 per First California common share, or approximately $231 million in aggregate consideration, payable in PacWest common stock.
  
  First California, headquartered in Westlake Village, California, is the parent of First California Bank and had approximately $2.0 billion in assets and 15 branches across Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura Counties at September 30, 2012. In connection with the acquisition, First California Bank will be merged into Pacific Western Bank, the Los Angeles-based wholly-owned subsidiary of PacWest Bancorp.
  
  Directors of PacWest and of First California unanimously approved the transaction. Two independent directors from the board of directors of First California will join PacWest's board of directors upon completion of the acquisition.
  
  The transaction, currently expected to close late in the first quarter of 2013, is subject to customary conditions, including the approval of bank regulatory authorities and the stockholders of both companies. Stockholders of First California, including all current directors and certain other stockholders, owning or controlling approximately 22% in the aggregate of the currently outstanding shares of First California, have agreed to vote in favor of the transaction.
  
  As of September 30, 2012, on a pro forma consolidated basis with First California, PacWest would have had approximately $7.5 billion in assets with 81 branches throughout California. The combined institution would be the eighth largest publicly-owned bank headquartered in California, and the 12th largest commercial bank headquartered in California (out of more than 240 financial institutions).
  
  Pursuant to the terms of the definitive agreement, First California shareholders will receive PacWest common stock for their shares of First California common stock in a tax-free transaction. First California in-the-money option holders will receive cash, net of applicable taxes withheld, for the value of their unexercised stock options.
  
  The number of shares of PacWest common stock deliverable for each share of First California common stock will be determined based on an average price of PacWest common stock over a measuring period prior to the receipt of regulatory approval, and will fluctuate if such average price is between $20.00 and $27.00 and will be fixed if such average price is below $20.00 or above $27.00. Based on PacWest's closing stock price of $22.27 on Monday, November 5, 2012, First California stockholders would have received 0.3592 of a share of PacWest common stock for each share of First California common stock, which would provide First California stockholders with aggregate ownership, on a pro forma basis, of approximately 22.4% of the common stock of the combined company.
  
  The holders of 100% of the outstanding shares of First California Series A preferred stock have agreed to convert their shares into common stock, per the terms of the series of preferred stock, and have the resulting common stock exchanged in the transaction. PacWest and First California expect to redeem First California's outstanding Series C preferred stock for cash in accordance with its terms immediately prior to the closing of the transaction.
  
  
• After markets closed Tuesday, LivePerson, Inc. (Nasdaq: LPSN) signed a definitive agreement to acquire ENGAGE Pty Ltd., an Australian provider of cloud-based customer contact solutions.
  
  The transaction is expected to close during the fourth quarter of 2012. No terms were disclosed.

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