SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
_______________
BANC OF CALIFORNIA, INC.
(Name of Subject Company (Issuer))
_______________
BANC OF CALIFORNIA, INC., AS ISSUER
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
_______________
Depositary Shares each representing a 1/40
th
ownership interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares each representing a 1/40
th
ownership interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D
(Title of Class of Securities)
05990K874
05990K882
(CUSIP Number of Class of Securities)
_______________
John A. Bogler
Chief Financial Officer
3 MacArthur Place
Santa Ana, California, 92707
Telephone: (855) 361-2262
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
_______________
Copies to
:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, California 90067
(310) 712-6600
Derek Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
_______________
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
Transaction Valuation
(1)
|
Amount of Filing Fee
(2)
|
|
$75,000,000
|
$9,090
|
_______________
|
|
|
|
(1)
|
Calculated solely for purposes of determining the amount of the filing fee.
|
|
|
|
|
(2)
|
The amount of the filing fee, calculated in accordance with Rule 0‑11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2019 equals $121.20 per million dollars of the transaction.
|
|
|
|
|
¨
|
Check the box if any part of the fee is offset as provided by Rule 0‑11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
|
|
Amount Previously Paid: Not applicable
|
|
Filing Party: Not applicable
|
|
|
Form or Registration No: Not applicable
|
|
Date Filed: Not applicable
|
|
|
|
|
|
¨
|
Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨
third-party tender offer subject to Rule 14d-1.
ý
issuer tender offer subject to Rule 13e‑4.
¨
going-private transaction subject to Rule 13e‑3.
¨
amendment to Schedule 13D under Rule 13d‑2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
______________________________________________________________________________________________________
This Tender Offer Statement on Schedule TO (this “
Schedule TO
”) is filed by Banc of California, Inc., a Maryland corporation (the “
Company
”), and relates to the offer by the Company to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
July 25, 2019
(as it may be amended or supplemented from time to time, the “
Offer to Purchase
”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “
Letter of Transmittal
,” and together with the Offer to Purchase, the “
Offer
”), the Company’s outstanding (a) depositary shares each representing a 1/40
th
ownership interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E, with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per depositary share) (the “
Series E Depositary Shares
”) and (b) depositary shares each representing a 1/40
th
ownership interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D, with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per depositary share) (the “
Series D Depositary Shares
”, and together with the Series E Depositary Shares, the “
Securities
”), in an amount such that the amount of cash, including Accrued Dividends (as defined in the Offer to Purchase), used to purchase such Securities accepted for purchase by the Company shall not exceed $75,000,000.
Copies of the Offer to Purchase and Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer will expire at 11:59 p.m., New York City time, on August 21, 2019, unless the Offer is extended or earlier terminated. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e‑4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). The information contained in the Offer to Purchase and the related Letter of Transmittal is hereby incorporated by reference in response to certain items of this Schedule TO.
|
|
|
|
ITEM 1.
|
Summary Term Sheet.
|
The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
” is incorporated herein by reference.
|
|
|
|
ITEM 2.
|
Subject Company Information.
|
(a)
Name and Address
. The name of the subject company, and the address and telephone number of its principal executive offices are as follows:
Banc of California, Inc.
3 MacArthur Place
Santa Ana, California, 92707
(855) 361-2262
(b)
Securities
. This Schedule TO relates to the Series E Depositary Shares and Series D Depositary Shares of Banc of California, Inc. As of July 25, 2019, there were 5,000,000 Series E Depositary Shares and 4,600,000 Series D Depositary Shares outstanding
.
The information set forth on the cover page of the Offer to Purchase is incorporated herein by reference.
(c)
Trading Market and Price
. The information set forth in Section 7 of the Offer to Purchase, “
Historical Price Range of the Securities
,” is incorporated herein by reference.
|
|
|
|
ITEM 3.
|
Identity and Background of Filing Person.
|
(a) The information set forth under Item 2(a) above and in Section 9 of the Offer to Purchase, “
Certain Information Concerning the Company
,” is incorporated herein by reference. The Company is the filing person. Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:
______________________________________________________________________________________________________
|
|
|
|
|
|
Name
|
Position
|
|
Robert D. Sznewajs
|
Chairman.
|
|
Halle J. Benett
|
Director.
|
|
Mary A. Curran
|
Director.
|
|
Barbara Fallon-Walsh
|
Director.
|
|
Bonnie G. Hill
|
Director.
|
|
Richard J. Lashley
|
Director.
|
|
Jonah F. Schnel
|
Director.
|
|
Jared M. Wolff
|
Director, President and Chief Executive Officer.
|
|
W. Kirk Wycoff
|
Director.
|
|
John A. Bogler
|
Chief Financial Officer.
|
|
Ido Dotan
|
Executive Vice President, General Counsel and Corporate Secretary.
|
|
Kris A. Gagnon
|
Chief Credit Officer.
|
|
Michael A. Smith
|
Chief Accounting Officer.
|
|
Lynn A. Sullivan
|
Executive Vice President and Chief Risk Officer.
|
The business address and telephone number for all of the above directors and executive officers is: c/o Banc of California, Inc., 3 MacArthur Place, Santa Ana, California, 92707 and (855) 361-2262.
There is neither any person controlling the Company nor any executive officer or director of any corporation or other person ultimately in control of the Company.
|
|
|
|
ITEM 4.
|
Terms of the Transaction.
|
(a)
Material Terms
.
(a)(1)(i) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
” and in Section 1, “
Number of Securities; Expiration Date
,” is incorporated herein by reference.
(a)(1)(ii) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 1, “
Number of Securities; Expiration Date
,” in Section 5, “
Purchase of Securities and Payment of Purchase Price
,” and in Section 8, “
Source and Amount of Funds
,” is incorporated herein by reference.
(a)(1)(iii) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 1, “
Number of Securities; Expiration Date
,” and in Section 16, “
Extension of the Offer; Termination; Amendment
,” is incorporated herein by reference.
(a)(1)(iv) Not applicable.
(a)(1)(v) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
” and in Section 16, “
Extension of the Offer; Termination; Amendment
,” is incorporated herein by reference.
(a)(1)(vi) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
” and in Section 4, “
Withdrawal Rights
,” is incorporated herein by reference.
(a)(1)(vii) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 3, “
Procedures for Tendering the Securities
,”
and in Section 4, “
Withdrawal Rights
,” is incorporated herein by reference.
(a)(1)(viii) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 3, “
Procedures for Tendering the Securities
,” and in Section 5, “
Purchase of Securities and Payment of Purchase Price
,” is incorporated herein by reference.
(a)(1)(ix) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 1, “
Number of Securities; Expiration Date
,” and in Section 5, “
Purchase of Securities and Payment of Purchase Price
,” is incorporated herein by reference.
(a)(1)(x) Not applicable.
(a)(1)(xi) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
” and in Section 15, “
Accounting Treatment
,” is incorporated herein by reference.
______________________________________________________________________________________________________
(a)(1)(xii) The information set forth in the Offer to Purchase under the heading “
Summary Term Sheet
,” in Section 3, “
Procedures for Tendering the Securities
,” and Section 13, “
Certain Material U.S. Federal Income Tax Consequences
,” is incorporated herein by reference.
(a)(2)(i-vii) Not applicable.
(b)
Purchases
. The information set forth in the Offer to Purchase in Section 10 “
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Preferred Shares and Other Securities
,” is incorporated herein by reference. To the best of the Company’s knowledge, there are no arrangements to purchase securities from any officer, director or affiliate of the Company.
|
|
|
|
ITEM 5.
|
Past Contacts, Transactions, Negotiations and Agreements.
|
(e)
Agreements Involving the Subject Company’s Securities
. The information set forth in Section 9 of the Offer to Purchase, “
Certain Information Concerning the Company
,” and in Section 10, “
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities
,”
is incorporated herein by reference.
|
|
|
|
ITEM 6.
|
Purposes of the Transaction and Plans or Proposals.
|
(a)
Purposes
.
The information set forth in Section 2 of the Offer to Purchase, “
Purpose of the Offer
,” is incorporated herein by reference.
(b)
Use of Securities Acquired
.
The information set forth in Section 11 of the Offer to Purchase, “
Effects of the Offer on the Market for Securities
,” is incorporated herein by reference.
(c)
Plans
. Except for the Offer, the Company does not have, and to the best of its knowledge is not aware of any plans, proposals or negotiations that relate to or would result in any of the events listed in Regulation M-A Item 1006(c)(1) through (10).
The information set forth in the Offer to Purchase under the heading, “
Certain Significant Considerations
,” in
Section 1, “
Number of Securities; Expiration Date
,” and in Section 2, “
Purpose of the Offer
,”
is incorporated herein by reference.
|
|
|
|
ITEM 7.
|
Source and Amount of Funds or Other Consideration.
|
(a)
Source of Funds
. The information set forth in Section 8 of the Offer to Purchase, “
Source and Amount of Funds
,” is incorporated herein by reference. The funds required to purchase the maximum amount of Securities sought is $75,000,000, excluding expenses and fees.
(b)
Conditions
. The information set forth in Section 6 of the Offer to Purchase, “
Conditions of the Offer
,” is incorporated herein by reference. There are no conditions to the financing described in Item 7(a) above. If the primary financing plans fall through, the Company does not have any alternative financing arrangements or alternative financing plans.
(d)
Borrowed Funds
.
None.
|
|
|
|
ITEM 8.
|
Interest in Securities of the Subject Company.
|
(a)
Securities Ownership
.
The information set forth in Section 10 of the Offer to Purchase, “
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities
,” is incorporated herein by reference.
(b)
Securities Transactions
.
None.
|
|
|
|
ITEM 9.
|
Persons/Assets, Retained, Employed, Compensated or Used.
|
(a)
Solicitations or Recommendations
.
The information set forth in Section 17 of the Offer to Purchase, “
Fees and Expenses
,” is incorporated herein by reference.
|
|
|
|
ITEM 10.
|
Financial Statements.
|
(a)
Financial Information.
The information set forth in Section 14 of the Offer to Purchase, “
Summary Financial Information
,” is incorporated herein by reference.
(b)
Pro Forma Information.
Not applicable.
|
|
|
|
ITEM 11.
|
Additional Information.
|
(a)
Agreements, Regulatory Requirements and Legal Proceedings
. The information set forth in Section 10 of the Offer to Purchase, “
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities
,” and in Section 12 of the Offer to Purchase, “
Legal Matters; Regulatory Approvals
,” is incorporated herein by reference.
(c)
Other Material Information
. None.
______________________________________________________________________________________________________
See Exhibits Index.
|
|
|
|
ITEM 13.
|
Information Required by Schedule 13E-3.
|
Not applicable.
______________________________________________________________________________________________________
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BANC OF CALIFORNIA, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ John A. Bogler
|
|
|
Name:
|
John A. Bogler
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
July 25, 2019
______________________________________________________________________________________________________
EXHIBIT INDEX
|
|
|
|
|
|
(a)(1)(A)
|
|
|
(a)(1)(B)
|
|
|
(a)(1)(C)
|
|
|
(a)(1)(D)
|
|
|
(a)(2)
|
Not applicable.
|
|
(a)(3)
|
Not applicable.
|
|
(a)(4)
|
Not applicable.
|
|
(a)(5)(A)
|
|
|
(a)(5)(B)
|
|
|
(a)(5)(C)
|
|
|
(b)
|
Not applicable.
|
|
(d)(1)
|
|
|
(d)(2)
|
|
|
(d)(3)
|
|
|
(d)(4)
|
|
|
(d)(5)
|
|
|
(d)(6)
|
|
|
(d)(7)
|
|
|
(d)(8)
|
|
|
(d)(9)
|
|
|
(d)(10)
|
|
|
(d)(11)
|
|
|
(d)(12)
|
|
|
(d)(13)
|
|
______________________________________________________________________________________________________
|
|
|
|
|
|
(d)(14)
|
|
|
(d)(15)
|
Securities Purchase Agreement, dated as of October 30, 2014, by and among the Company, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel L.P., Patriot Financial Partners II, L.P., and Patriot Financial Partners Parallel II, L.P. (filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 30, 2014 and incorporated herein by reference).
|
|
(d)(16)
|
|
|
(d)(17)
|
|
|
(d)(18)
|
|
|
(d)(19)
|
|
|
(d)(20)
|
|
|
(d)(21)
|
|
|
(d)(22)
|
|
|
(d)(23)
|
|
|
(d)(24)
|
|
|
(d)(25)
|
|
|
(d)(26)
|
|
|
(d)(27)
|
|
|
(d)(28)
|
|
|
(d)(29)
|
|
|
(d)(30)
|
|
|
(d)(31)
|
|
|
(d)(32)
|
|
|
(d)(33)
|
|
______________________________________________________________________________________________________
|
|
|
|
|
|
(d)(34)
|
|
|
(d)(35)
|
|
|
(d)(36)
|
|
|
(d)(37)
|
|
|
(d)(38)
|
|
|
(d)(39)
|
|
|
(d)(40)
|
|
|
(d)(41)
|
|
|
(d)(42)
|
|
|
(d)(43)
|
|
|
(d)(44)
|
|
|
(d)(45)
|
|
|
(d)(46)
|
|
|
(d)(47)
|
|
|
(d)(48)
|
|
|
(d)(49)
|
|
|
(d)(50)
|
|
|
(d)(51)
|
|
|
(d)(52)
|
|
|
(d)(53)
|
|
______________________________________________________________________________________________________
|
|
|
|
|
|
(d)(54)
|
|
|
(d)(55)
|
|
|
(d)(56)
|
|
|
(d)(57)
|
|
|
(d)(58)
|
|
|
(d)(59)
|
|
|
(d)(60)
|
|
|
(d)(61)
|
|
|
(d)(62)
|
|
|
(d)(63)
|
|
|
(d)(64)
|
|
|
(d)(65)
|
|
|
(d)(66)
|
|
|
(d)(67)
|
|
|
(d)(68)
|
|
|
(d)(69)
|
|
|
(d)(70)
|
|
|
(d)(71)
|
|
|
(d)(72)
|
Cooperation Agreement, dated as of March 13, 2017, by and between the Company and Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. I, Legion Partners Special Opportunities, L.P. V, Legion Partners, LLC, Legion Partners Holdings, LLC, Bradley S. Vizi, Christopher S. Kiper and Raymond White (filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 14, 2017 and incorporated herein by reference).
|
|
(d)(73)
|
|
|
(g)
|
Not applicable.
|
______________________________________________________________________________________________________
Banc of California Prfd D (NYSE:BANCPD)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Banc of California Prfd D (NYSE:BANCPD)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
