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Published on 9/29/2011 in the Prospect News Preferred Stock Daily.

First Pactrust Bancorp registers $32 million preferreds for resale

By Angela McDaniels

Tacoma, Wash., Sept. 29 - First Pactrust Bancorp, Inc. registered $32 million of series A senior noncumulative perpetual preferred stock for resale in an S-3 filing with the Securities and Exchange Commission.

The bank sold the preferreds to the Treasury Department on Aug. 30 under its Small Business Lending Fund program.

The Treasury, or any other holder to whom the Treasury has transferred its registration rights, may offer the preferreds from time to time at varying prices.

The 32,000 preferreds have a liquidation preference of $1,000 each.

Dividends are payable quarterly when declared by the board of directors. During the first 10 quarters, the dividend rate can fluctuate between 1% and 5% based on the bank's amount of qualified small business lending. The dividend rate is 5% for the quarters ending Sept. 30 and Dec. 31.

Beginning in the 11th quarter, the dividend rate will be fixed at 7% if the bank's qualified small business lending level as of Sept. 30, 2013 is the same as or decreases from the baseline. Otherwise, it will be fixed at between 1% and 5% based on how much the lending amount increases from the baseline. The baseline is $36.08 million, which is the average of the bank's quarter-end qualified small business lending amount for the four quarters ended June 30, 2010. Any reduction in the dividend rate to below 5% will not apply to the portion of the then-outstanding preferreds that is greater than the amount of the lending increase from the baseline.

Beginning four and a half years after issuance, the dividend rate will be fixed at 9%.

Subject to the approval of the Federal Reserve Board, the preferreds are callable at par plus accrued dividends at any time.

First Pactrust is a savings and loan holding company based in Chula Vista, Calif.

Issuer:First Pactrust Bancorp, Inc.
Issue:Series A senior noncumulative perpetual preferred stock
Amount:$32 million
Preferreds:32,000
Liquidation amount:$1,000
Dividends:For first 10 quarters, 1% to 5% depending on bank's amount of qualified small business lending; beginning in 11th quarter, 7% if lending amount remains flat or decreases, otherwise 1% to 5%; after four and a half years, 9%; payable quarterly
Call option:At par plus accrued dividends subject to Fed approval

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