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Mechanics Bank Announces Completion of Merger with California Republic Bancorp and Rights Offering

WALNUT CREEK, CA – October 3, 2016 – Mechanics Bank (“Mechanics”) today announced the completion of its previously announced strategic merger with California Republic Bancorp (“CRB”) (OTCBB: CRPB), a bank holding company for California Republic Bank, which became effective on October 1, 2016. Pursuant to the terms of the merger, CRB shareholders will receive cash consideration of $37.19 per share. Mechanics also announced today that it has completed its previously announced rights offering. The proceeds from the rights offering were used to help fund the aggregate merger consideration and pay certain fees and expenses related to the merger.

Upon the completion of the merger, John DeCero, formerly the President of CRB, and Jon Wilcox, formerly the Chief Executive Officer of CRB, became members of the Board of Directors of Mechanics Bank, and John DeCero succeeded Ken Russell to become the President and Chief Executive Officer of Mechanics Bank. Ken Russell returns to the Ford Financial Fund, while continuing to serve as a director on the Mechanics Bank’s...

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Mechanics Bank and California Republic Bancorp Receive Regulatory Approval for Pending Merger and Mechanics Bank Commences Rights Offering

WALNUT CREEK, CA, AND IRVINE, CA, September 13, 2016 – Mechanics Bank (“Mechanics”) and California Republic Bancorp (“CRB”) (OTCBB: CRPB), a bank holding company for California Republic Bank, today announced that they have received regulatory approval from the FDIC and the California Department of Business Oversight for their pending merger. No further regulatory approvals are required for Mechanics and CRB to consummate the merger and the other transactions contemplated by the April 28, 2016 merger agreement by and among Mechanics, CRB and Coast Acquisition Corporation, a wholly owned subsidiary of Mechanics. The merger is expected to close on or about October 1, 2016, subject to the satisfaction of the remaining conditions set forth in the merger agreement.

Upon completion of the merger, CRB shareholders will receive cash consideration of $37.19 per share.

Mechanics also announced today that it commenced a rights offering to its current shareholders. Pursuant to the rights offering, current shareholders will receive 0.42146 subscription rights for...

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Mechanics Bank and California Republic Bancorp Announce Strategic Merger

WALNUT CREEK, CA, AND IRVINE, CA, April 28, 2016 – Mechanics Bank (“Mechanics”) and California Republic Bancorp (“CRB”) (OTCBB: CRPB), a bank holding company for California Republic Bank, today announced that they have reached a definitive agreement to merge. The transaction has been approved by the Boards of Directors of each company. Under the terms of the agreement, CRB shareholders will receive $37.19 per share in cash.

Headquartered in Irvine, CRB is a commercial and private lending institution with approximately 500 employees and five regional commercial banking locations throughout Southern California. As of March 31, 2016, CRB had approximately $1.8 billion in total assets. CRB also operates a significant auto lending division across 14 states. The combined entity would have approximately $5.4 billion in total assets.

“We think California Republic Bank is the perfect complement for Mechanics Bank,” said Ken Russell, President and CEO of Mechanics Bank. “Mechanics Bank has plenty of capital and capacity, and CRB is an extraordinarily effective...

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Ford Financial Fund Announces Increase in Number of Shares to Be Purchased in Tender Offer to Acquire Majority Interest in Mechanics Bank

DALLAS, TX, April 16, 2015 – Ford Financial Fund II, L.P. (“Ford Financial”) announced today that its wholly owned subsidiary, EB Acquisition Company LLC (the “Purchaser”), will now purchase all outstanding shares of common stock of Mechanics Bank (the “Bank”) that are validly tendered prior to the expiration of the previously announced tender offer, subject to the absence of any regulatory objection, at a price of $26,832.00 per share, in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated December 15, 2014, as amended (the “Offer to Purchase”).

The Purchaser also announced today that it has received the required regulatory approval from the Board of Governors of the Federal Reserve System to purchase outstanding shares of common stock of the Bank that are validly tendered prior to the expiration of the offer. While the tender offer remains subject to the satisfaction of other closing conditions, the Purchaser expects that it will close...

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Ford Financial Fund Commences Tender Offer to Acquire Up to 65% of the Common Stock of Mechanics Bank

DALLAS, TX, October 31, 2014 – Ford Financial Fund II, L.P. ("Ford Financial") announced today that its wholly owned subsidiary, EB Acquisition Company LLC (the "Purchaser"), has commenced a cash tender offer to acquire up to 65% of the outstanding shares of common stock of Mechanics Bank (the "Bank") on a fully diluted basis (the "Maximum Aggregate Amount") at a price of $26,832.00 per share, in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 31, 2014 (the "Offer to Purchase").

The tender offer will expire at midnight, New York City time, on January 15, 2015, unless extended by the Purchaser (such date and time, as the same may be extended or earlier terminated, the "Expiration Time").

If shareholders validly tender shares of common stock of the Bank (the "Shares") in excess of the Maximum Aggregate Amount, only the Maximum Aggregate Amount will be accepted for purchase, and the Shares will be purchased on a pro rata basis. As a result,...

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Ford Financial Fund to Commence Tender Offer to Acquire Majority Interest in Mechanics Bank

DALLAS, TX and WALNUT CREEK, CA, September 25, 2014 – Ford Financial Fund II, L.P. ("Ford Financial") and Mechanics Bank (the "Bank") today jointly announced that they have entered into an agreement pursuant to which Ford Financial will conduct a tender offer to acquire a majority of the outstanding shares of common stock of the Bank. Under the terms of the agreement, Ford Financial will conduct a tender offer to purchase up to 65 percent of the outstanding shares of common stock of the Bank at a cash purchase price of $26,832 per share. Mechanics Bank’s Board of Directors (the "Board") has approved the transaction, which will allow the Bank's existing shareholders the opportunity to obtain meaningful liquidity while maintaining an equity stake in the Bank moving forward.

The offer price represents a premium of approximately 62 percent over the last reported sale price of the Bank’s common stock on the OTC Bulletin Board on September 24, 2014, the day prior to the announcement of the transaction. The terms and conditions of...

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Ford Financial Fund Announces Closing of Fund II

DALLAS, TX, May 17, 2013 – Ford Financial Fund, a private equity fund focused on investments in financial services companies, today announced the closing of Ford Financial Fund II, L.P. with $755 million in commitments. Ford Financial Fund is led by Gerald J. Ford and Carl B. Webb, two of the nation’s most experienced and successful investors in, and operators of, financial services companies. The General Partner is committing $113 million of its own capital to Fund II.

Gerald J. Ford, Co-Managing Member at Ford Financial Fund, commented, “We are pleased by the tremendous interest in Fund II from an excellent group of investors. We appreciate the confidence of our Fund I limited partners who recommitted to invest with us and welcome the new investors who joined us for Fund II. We look forward to leveraging our experience in the financial services industry to continue to source unique investment opportunities.”

Fund II follows the successful $500 million recapitalization of Pacific Capital Bancorp in 2010 by Fund I. Pacific Capital Bancorp was the...

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UnionBanCal Corporation Announces Completion of Acquisition of Pacific Capital Bancorp

SAN FRANCISCO, CA, December 1, 2012 – UnionBanCal Corporation (“UNBC”) and its primary subsidiary, Union Bank, N.A. (“Union Bank”), today announced that it has completed its $1.5 billion purchase of Pacific Capital Bancorp (“PCBC”), a bank holding company headquartered in Santa Barbara, California. As part of the transaction, Santa Barbara Bank & Trust, N.A. will be merged with and into Union Bank on December 3, 2012, with Union Bank continuing as the surviving entity. The merger received final regulatory approval on November 14, 2012.

Through the transaction, Union Bank acquires $3.7 billion in loans held for investment and $4.7 billion in deposits, as of September 30, 2012.

The registration of PCBC’s common stock under the Securities Exchange Act of 1934, as amended, will be terminated. Shares of PCBC common stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq Global Market. Public stockholders of record of PCBC will receive a letter of transmittal with detailed instructions for exchanging their stock...

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UnionBanCal Corporation to Acquire Pacific Capital Bancorp

Combination to Substantially Enhance California Central Coast Presence

SAN FRANCISCO, CA, March 12, 2012 – UnionBanCal Corporation (UNBC) and its primary subsidiary, Union Bank, N.A. (Union Bank), today announced that UNBC has entered into a definitive agreement to acquire Pacific Capital Bancorp (NASDAQ: PCBC), a bank holding company headquartered in Santa Barbara, California, 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...

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Pacific Capital Bancorp Announces Closing of $500 Million Investment from a Subsidiary of Ford Financial Fund, L.P.

SANTA BARBARA, CA, August 31, 2010 — Pacific Capital Bancorp (the “Company”) (Nasdaq: PCBC), a community bank holding company, announced today the closing of the previously announced $500 million investment in the Company by SB Acquisition Company LLC, a wholly-owned subsidiary of Ford Financial Fund, L.P.

“We are very pleased to join the Pacific Capital family,” said Gerald J. Ford, Managing Member of the Ford Financial Fund. “We are career bankers committed to the long-term operations of our banking partners. This is an outstanding community bank operating in some of the best markets in California. Combine that with Pacific Capital’s long history, deep community roots, and exceptional employees, and you have a very powerful formula for long-term success.”

Said Carl B. Webb, Senior Principal with Ford Financial Fund, “Everyone involved in this complex transaction has worked very hard to get to this day, and we could not be more pleased to be here. As a result of the significant capital infusion, Pacific Capital is once again one of the strongest...

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