Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 1, 2024

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35522	04-3639825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11611 San Vicente Boulevard, Suite 500 Los Angeles, California	90049
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (855) 361-2262

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BANC	NYSE

Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F	BANC/PF	NYSE

Item 8.01. Other Events.

On March 1, 2024, Banc of California, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to the Company’s Registration Statement on Form S-3, relating to the resale from time to time by certain selling stockholders of up to 51,422,763 shares of the Company’s voting common stock. In connection with the filing of the prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement on Form S-3.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Silver, Freedman, Taff & Tiernan LLP.
23.1		Consent of Silver, Freedman, Taff & Tiernan LLP, included in the opinion filed as Exhibit 5.1.
23.2		Consent of KPMG LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANC OF CALIFORNIA, INC.
Date: March 1, 2024
	/s/ Ido Dotan
	Ido Dotan
	Executive Vice President, General Counsel and Corporate Secretary

Exhibit 5.1

Law Offices

Silver, Freedman, Taff & Tiernan LLP

A Limited Liability Partnership Including Professional Corporations

3299 K STREET, N.W., SUITE 100

WASHINGTON, D.C. 20007

(202) 295-4500

WWW.SFTTLAW.COM

March 1, 2024

Banc of California, Inc.

11611 San Vicente Boulevard, Suite 500

Los Angeles, California 90049

Ladies and Gentlemen:

As special Maryland counsel to Banc of California, Inc., a Maryland corporation (the “Company”), we refer to the Registration Statement on Form S‑3 (File No. 333-270328) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 7, 2023, the base prospectus included therein dated March 7, 2023 (the “Base Prospectus”) and the prospectus supplement dated March 1, 2024 to the Base Prospectus (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Prospectus Supplement relates to the potential resale from time to time by the selling stockholders identified in the Prospectus Supplement of up to 51,422,763 shares of the Company’s voting common stock, par value $0.01 per share (the “Voting Common Stock”), consisting of: (i) 21,690,334 shares (the “Existing Shares”) of Voting Common Stock held by affiliates of funds managed by Warburg Pincus LLC (the “Warburg Investors”) and certain investment vehicles sponsored, managed or advised by Centerbridge Partners, L.P. and its affiliates (the “Centerbridge Investor”); (ii) 10,829,990 shares (the “Conversion Shares”) of Voting Common Stock issuable upon the conversion of shares of the Company’s non-voting common equivalent stock, par value $0.01 per share (the “Non-Voting Common Equivalent Stock”), held by the Warburg Investors and Bayview Opportunity Master Fund VII, L.P. (the “Bayview Investor”); (iii) 3,048,780 shares (the “Centerbridge Warrant Shares”) of Voting Common Stock issuable upon the exercise of a warrant issued to the Centerbridge Investor (the “Centerbridge Warrant”); and (iv) 15,853,659 shares (the “Warburg Warrant Conversion Shares”) of Voting Common Stock issuable upon the conversion of shares (the “Warburg Warrant Shares”) of Non-Voting Common Equivalent Stock issuable upon the exercise of warrants issued to the Warburg Investors (the “Warburg Warrants”).

In connection with the rendering of the opinion set forth below, we have examined originals or copies of: (i) the Registration Statement; (ii) the Prospectus; (iii) the charter and bylaws of the Company as currently in effect; (iv) the Investment Agreement, dated as of July 25, 2023, between the Company and the Warburg Investors, including the joinder thereto with the Bayview Investor; (v) the Investment Agreement, dated as of July 25, 2023, between the Company and the Centerbridge Investor; (vi) the Registration Rights Agreement, dated as of November 30, 2023, by and among the Company, the Warburg Investors and the Centerbridge Investor, including the joinder thereto with the Bayview Investor; (vii) the Warburg Warrants; (viii) the Centerbridge Warrant; (ix) resolutions adopted by the Company’s Board of Directors; and (x) such other documents, agreements, records, instruments, certificates of public officials and certificates of officers or other representatives of the Company or others as we have deemed necessary or appropriate for purposes of and as a basis for rendering the opinion set forth below.

Banc of California, Inc.
March 1, 2024
Page 2

In our examination, we have: (i) assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals; (ii) assumed the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies; and (iii) assumed and relied upon the truth, accuracy and completeness (without independent investigation or verification) of the information, representations, warranties and statements contained in the documents, agreements, records, instruments and certificates we have reviewed. We have further assumed that all persons, other than the Company, had, have or will have all requisite power and authority to execute and deliver all documents, agreements, records, instruments and certificates examined by us and have also assumed the due authorization by all requisite action by such persons, other than the Company, and the due execution and delivery by such persons, other than the Company, of all such documents, agreements, records, instruments and certificates and the validity and binding effect thereof. In addition, we have assumed for purposes of opinion paragraphs 3 and 4 below that upon the exercise of the Centerbridge Warrant and the Warburg Warrants, the Company has received payment of the exercise price for the Centerbridge Warrant Shares and the Warburg Warrant Shares in accordance with the terms of the Centerbridge Warrant and the Warburg Warrants, respectively.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1.	The Existing Shares are validly issued, fully paid and non-assessable.

2.	When the Conversion Shares have been issued and delivered in accordance with the terms of the Non-Voting Common Equivalent Stock in the Company’s charter, the Conversion Shares will be validly issued, fully paid and non-assessable.

3.	When the Centerbridge Warrant Shares have been issued and delivered in accordance with the terms of the Centerbridge Warrant, the Centerbridge Warrant Shares will be validly issued, fully paid and non-assessable.

4.	When the Warburg Warrant Conversion Shares have been issued and delivered in accordance with the terms of the Non-Voting Common Equivalent Stock in the Company’s charter, the Warburg Warrant Conversion Shares will be validly issued, fully paid and non-assessable.

In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date hereof. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in circumstances, laws or events that may occur after the date hereof or to otherwise update this opinion.

We hereby consent to the inclusion of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on March 1, 2024 and the incorporation by reference of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit thereby that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. The opinion expressed herein is a matter of professional judgment and is not a guarantee of result.

	Very truly yours,

	/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
	SILVER, FREEDMAN, TAFF & TIERNAN LLP

Exhibit 23.2

KPMG LLP

Suite 700

20 Pacifica

Irvine, CA 92618-3391

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the heading “Experts” in the Prospectus Supplement dated March 1, 2024.

Irvine, California

March 1, 2024

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent

member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Document and Entity Information	Mar. 01, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 01, 2024
Entity File Number	001-35522
Entity Registrant Name	BANC OF CALIFORNIA, INC.
Entity Central Index Key	0001169770
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	04-3639825
Entity Address, Address Line One	11611 San Vicente Boulevard
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90049
City Area Code	855
Local Phone Number	361-2262
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BANC
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F
Trading Symbol	BANC/PF
Security Exchange Name	NYSE