July 26, 2019


Via E-Mail

Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, CA 91006

       Re:    Banc of California, Inc.
              Schedule TO-I filed on July 25, 2019
              Schedule TO-I/A filed July 26, 2019
              File No. 5-78540

Dear Mr. Brown:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above. Our review was limited to the issues identified in our comments
below. All
defined terms have the same meaning as in the Offer to Exchange included as
Exhibit
99(a)(1)(A) to the Schedule TO-I filed on July 25, 2019.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I filed July 25, 2019

Offer to Purchase   Purchase Price of Securities, page 15

   1. Because the offer consideration includes accrued but unpaid dividends on
each class of
      subject securities, you present in the offer to purchase a "hypothetical
total consideration"
      figure that includes the fixed offer price plus the amount of anticipated
dividends,
      assuming a settlement date of August 23, 2019. Tell us how this complies
with your
      responsibility to describe the material terms of the offer, under Item
1004 of Regulation
      M-A and Item 4 of Schedule TO. In this regard, if the existence of and
amount of
 Patrick S. Brown, Esq.
Sullivan & Cromwell LLP
July 26, 2019
Page 2


      dividends are set pursuant to terms of these securities or are in your
control as the issuer,
      explain why the offer price cannot be presented as a set number from the
outset.
   2. See our last comment above. To the extent that the offer expiration date
and thus the
      settlement date of the offer changes, and this changes the amount of
accrued dividends
      and thus the total offer consideration, we believe you must amend the
offer materials to
      advise shareholders. We direct your attention to Rule 13e-4(f)(1)(ii)
regarding the period
      of time which must remain in an offer from the date that the offer price
changes. Please
      confirm your understanding.

Effects of the Offer on the Market for Securities, page 20

   3. Assuming all of the offer consideration is allocated to the purchase of
either of the series
      of preferred that are the subject securities in the offer, explain in
your response letter how
      you concluded Rule 13e-3 is not applicable to this offer.

Conditions to the Offer, page 15

   4. On page 16, revise to clarify what it meant by a "limitation on prices
for, trading in
      securities on any U.S. national securities exchange or in the
over-the-counter market."

   5. Also on page 16, you have included an offer condition that will be
triggered by the
      commencement of any war, armed hostilities or terrorist act, whether or
not involving the
      United States, and without any materiality qualifier (other than with
respect to an
      escalation of a pre-existing conflict) on the gravity of such an event or
its impact on the
      Company. Therefore, if any event anywhere in the world "triggers" this
condition while
      the offer is pending, you must promptly amend the offer materials to
advise security
      holders whether you will waive the condition, or assert it and terminate
the offer. Please
      confirm your understanding in your response letter. Alternatively, amend
the offer
      condition to more narrowly tailor it.

   6. On page 16, revise to clarify the anticipated benefits to the Company of
this offer which,
      if compromised, will trigger this condition.

   7. Refer to the disclosure in the last paragraph of this section. Revise
your disclosure here
      to avoid the implication that the Company may wait to "assert" an offer
condition once
      an event occurs that implicates it (see our comment above). See for
example, the
      language at the bottom of page 16, including the reference to "ongoing
rights" that may
      be asserted "at any time and from time to time."

   8. Also in the last paragraph in this section. Revise the language to the
effect that the actions
      or inactions of the Company may trigger an offer condition. All offer
conditions must be
      objective and outside the control of the bidder in a tender offer to
avoid rendering the
      offer illusory.
 Patrick S. Brown, Esq.
Sullivan & Cromwell LLP
July 26, 2019
Page 3



          We remind you that the filing persons are responsible for the
accuracy and adequacy of
   their disclosures, notwithstanding any review, comments, action or absence
of action by the
   staff. Please contact me at (202) 551- 3263 with any questions about these
comments.


                                                   Sincerely,

                                                   /s/ Christina Chalk

                                                   Christina Chalk
                                                   Senior Special Counsel
                                                   Office of Mergers and
Acquisitions