8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2018

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.)

3 MacArthur Place, Santa Ana, California	92707
(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 (see General Instruction A.2.):

☐ 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.  ☐

Item 8.01 Other Events.

On November 15, 2018, Banc of California, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has declared a quarterly cash dividend of $0.13 per share on the Company’s outstanding common stock. The dividend will be payable on January 2, 2019 to stockholders of record as of December 17, 2018.

The Company also announced that the Board has declared a quarterly dividend on the Company’s outstanding Series D and E Preferred Stock in the amount of $0.460938 and $0.4375 per depositary share, respectively, representing an annualized yield of 7.375% and 7.00%, respectively, on the liquidation preference amount. The dividend will be payable on December 17, 2018 to record holders as of December 3, 2018 of depositary shares relating to the underlying Series D and E Preferred Stock.

A copy of the press release issued by the Company announcing the dividends is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Banc of California, Inc. Press Release dated November 15, 2018.

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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.
November 15, 2018	/s/ John A. Bogler
	John A. Bogler
	Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Banc of California Announces Quarterly Dividends

SANTA ANA, Calif., (November 15, 2018) – Banc of California, Inc. (NYSE: BANC), today announced that its Board of Directors has declared a quarterly cash dividend of $0.13 per share on its outstanding common stock. The dividend will be payable on January 2, 2019 to stockholders of record as of December 17, 2018. Based on the trading price of $16.25 as of close of market on November 14, 2018, the cash dividend results in an annualized dividend yield of 3.20%.

Banc of California maintains a Dividend Reinvestment Plan (DRIP) which allows stockholders to automatically acquire shares at a 3% discount from the applicable market price. All registered stockholders with holdings maintained at the Company’s transfer agent, Computershare, are eligible to participate in the DRIP program. For more information on the Company’s DRIP program, please contact Investor Relations through IR@bancofcal.com or at (855) 361-2262.

The Board of Directors also declared a quarterly dividend of $0.460938 per depositary share on the Company’s 7.375% Series D Non-Cumulative Perpetual Preferred Stock. The dividend will be payable on December 17, 2018 to holders of record as of December 3, 2018. The Series D depositary shares are traded on the New York Stock Exchange under the “BANC PRD” symbol.

The Board of Directors also declared a quarterly dividend of $0.4375 per depositary share on the Company’s 7.00% Series E Non-Cumulative Perpetual Preferred Stock. The dividend will be payable on December 17, 2018 to holders of record as of December 3, 2018. The Series E depositary shares are traded on the New York Stock Exchange under the “BANC PRE” symbol.

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) provides comprehensive banking services to California’s diverse businesses, entrepreneurs and communities. Banc of California operates 34 offices in California.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

Source: Banc of California, Inc.

INVESTOR RELATIONS INQUIRIES:	MEDIA INQUIRIES:
Banc of California, Inc.	Abernathy MacGregor
John A. Bogler, (855) 361-2262	Ian Campbell / James Bourne / Sarah Dhanaphatana, (213) 630-6550 idc@abmac.com / jab@abmac.com / skd@abmac.com

3 MacArthur Place • Santa Ana, CA 92707 • (949) 236-5250 • www.bancofcal.com