Terms of the agreement call for San Francisco's First Banks America Inc. to pay $18.50 in cash for each share of City of Orange-based BYL. In a joint statement, executives of both lending institutions say they expect no problem getting regulatory and shareholder approval and that the deal should close sometime in the fourth quarter.

BYL's seven offices are in Orange County and neighboring Riverside County. It had $278 million in assets as of March 31.

First Banks America Inc. is the holding company for First Bank & Trust, which operates 46 commercial banking offices in California and six more in Texas. It has about $2.67 billion in assets.

In addition to providing commercial real estate loans, relatively small BYL specializes in making nonconforming residential mortgages. Though the company will now be owned by a Northern California-based bank, BYL president and CEO Robert Ucciferri promises that his firm will continue to finance Southern California projects and that the merger with much-larger FBA could result in even more money being made available to local investors and developers. "We are thrilled to have aligned ourselves with a company that shares our community banking philosophy," Ucciferri ad