EX-99.3 2 v382988_ex99-3.htm EXHIBIT 3


June 27, 2014


Mr. Steven Sugarman, President & CEO

Mr. Chad Brownstein, Lead Director

Banc of California, Inc.

18500 Von Karman Avenue

Suite 1100

Irvine, CA 92612


Dear Mr. Sugarman and Mr. Brownstein:


Banc of California’s recent allegation that PL Capital and Basswood Partners are acting in concert with regard to Banc of California (the Company), or any other company, has no basis in fact and is laughable. Neither John Palmer nor I have ever met representatives of Basswood or had any discussions with them regarding any of PL Capital’s investments, let alone Banc of California. This is nothing other than an obvious attempt to change the conversation away from all of the concerns and issues facing the Company, many of which I raised in my letter to both of you dated June 6, 2014.


If this is how both of you, and the board, believe that shareholders who have legitimate concerns about the Company should be treated, there is a serious breakdown in the corporate governance system and culture at Banc of California. It is also a waste of shareholders’ capital, including the capital just raised at a very expensive cost to existing shareholders.


The future actions PL Capital takes with regard to Banc of California are dependent upon how both of you, and the board, address the following areas (certain details of which are spelled out in my letter dated June 6, 2014):


(1)Corporate governance


(2)Compensation and benefits


(3)Financial performance—hitting the Company’s goals


(4)Improved disclosures


(5)Wasting shareholders’ capital on lawsuits


The attached article from Barron’s accurately frames these issues. I urge all of the directors to read it.


I await a response to my letter dated June 6, 2014. Please feel free to call me at any time. Please provide a copy of this correspondence to the entire board of directors.




Richard Lashley, Principal