Press Release January 26, 2016

Goodwin Represents PENSCO Trust Company in Acquisition by Opus Bank

Goodwin Procter represented longtime client PENSCO Trust Company in its definitive agreement to be acquired by Opus Bank. Under the terms of the agreement, PENSCO shareholders and members will receive aggregate consideration comprised of 1,698,529 shares of Opus Bank common stock and $47.25 million in cash, subject to certain adjustments set forth in the definitive agreement. The transaction is expected to close early in the second quarter of 2016, subject to certain regulatory approvals or non-objections and approvals by PENSCO's shareholders and members, after which PENSCO will operate as a subsidiary of Opus. Additional details on the transaction can be found in the press release.

PENSCO is a leading custodian of self-directed IRA and alternative investments headquartered in San Francisco, California. Founded in 1989, PENSCO has nearly $11 billion of custodial assets from over 45,000 clients and investments in over 40,000 unique asset types, comprised of private equity, real estate, notes, cash, and other non-exchange traded assets. PENSCO is a preferred partner to some of the largest wealth advisor networks and other financial institutions, serving independent-minded investors seeking to put their retirement dollars to work in alternative assets. PENSCO is a premium fintech provider with highly scalable technology and an unmatched network of providers and third-party platforms.

Opus Bank (NASDAQ: OPB) is an FDIC insured California-chartered commercial bank with $6.6 billion of total assets, $5.5 billion of total loans, and $5.3 billion in total deposits as of December 31, 2015. Opus Bank offers a suite of treasury and cash management and depository solutions and a wide range of loan products, including commercial business, healthcare, technology, multifamily residential, commercial real estate, and structured finance, and is an SBA preferred lender.

The Goodwin team was led by FinTech practice co-chair Amber Dolman (Financial Institutions) and partner Craig Schmitz (Tech & Life Sciences), associates Betsy Burke and Juliet Rognlie with assistance from associate Caryn Davies and case assistant Michael Bruno; partner William Whitledge and associate Adam Romig (Tax); partner Steven Feldstein (Litigation); partner Marian Tse and associate Alexandra Denniston (ERISA); and partner William Stern (Financial Institutions).

Goodwin’s FinTech practice, which advised on deals totaling $3.4 billion in 2015, includes a cross-disciplinary team of attorneys working with industry-leading FinTech companies on strategic transactions, regulatory compliance and litigation matters. The team counsels companies focused on emerging FinTech technologies, online marketplace lending, digital currencies, payment systems, consumer privacy and information management, and online foreign exchanges.