0001415889-13-002562.txt : 20131212 0001415889-13-002562.hdr.sgml : 20131212 20131212165432 ACCESSION NUMBER: 0001415889-13-002562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131210 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131212 DATE AS OF CHANGE: 20131212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC OF CALIFORNIA, INC. CENTRAL INDEX KEY: 0001169770 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043639825 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35522 FILM NUMBER: 131274022 BUSINESS ADDRESS: STREET 1: 18500 VON KARMAN CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-236-5211 MAIL ADDRESS: STREET 1: 18500 VON KARMAN CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PACTRUST BANCORP INC DATE OF NAME CHANGE: 20020322 8-K 1 banc8k_dec102013.htm FORM 8-K banc8k_dec102013.htm
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 (Date of Earliest Event Reported): December 10, 2013

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.)


18500 Von Karman Avenue, Suite 1100, Irvine, California
92612
(Address of principal executive offices)
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (949) 236-5211

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))

 
 
 

Item 3.02                      Unregistered Sales of Equity Securities.
 
The information set forth in Item 8.01 is incorporated herein by reference.  The issuance and sale of the Shares (as defined below) pursuant to the SPA (as defined below) is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act.
 
Item 8.01                      Other Events.
 
On December 10, 2013, Banc of California, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of an aggregate of 1,509,450 shares of common stock, par value $0.01 per share (the “Shares”), to Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, the “Investors”) at a price per Share of $13.25, in exchange for aggregate cash consideration of approximately $20 million.  The Shares were sold pursuant to the previously disclosed Securities Purchase Agreement, dated as of December 3, 2013, among the Company and each of the Investors (the “SPA”).
 
The foregoing summary of the terms of the SPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SPA, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.  The SPA is also described more fully in the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2013, which description is also incorporated herein by reference.
 
Item 9.01                      Financial Statements and Exhibits.
 
 
(d)  Exhibits.
 
Exhibit Number
Description
 
10.1
 
Securities Purchase Agreement, dated as of December 3, 2013, by and among Banc of California, Inc., Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2013, and incorporated herein by reference).

 
 
 

 
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 thereunto duly authorized.


 
Banc of California, Inc.
 
 
Date: December 12, 2013
 
By:
Name:
Title:
/s/  Richard Herrin
 Richard Herrin
Executive Vice President, Chief Administrative Officer  and Corporate Secretary
 






 
 
 

EXHIBIT INDEX
 

Exhibit Number
Description
 
10.1
 
Securities Purchase Agreement, dated as of December 3, 2013, by and among Banc of California, Inc., Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2013, and incorporated herein by reference).