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Section 1: SC TO-I/A (SC TO-I/A)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 3 to
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 1/40th ownership interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares each representing a 1/40th 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.
ý
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: $9,090
 
Filing Party: Banc of California, Inc.
 
Form or Registration No: Schedule TO
 
Date Filed: July 25, 2019
 
¨
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)




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This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Banc of California, Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on July 25, 2019, as previously amended (as so amended, the “Schedule TO”). The Schedule TO 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 1/40th 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 1/40th 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.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read Amendment No. 3 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Offer to Purchase (Exhibit 99(A)(1)(A) to the Schedule TO)
The Offer to Purchase is hereby amended as follows:
Cover
The sentence beginning with “As used in this Offer to Purchase, “Accrued Dividends”” on the second page of the cover of the Offer to Purchase is deleted in its entirety and replaced with the following:
“As used in this Offer to Purchase, “Accrued Dividends” means, for each Security, accrued and unpaid dividends from the last dividend payment date with respect to such Security up to, but not including, the Settlement Date (as defined herein), assuming for the purposes of the Offer that such a dividend for such Security had, in fact, been declared.”
Conditions of the Offer
The section of the Offer to Purchase entitled “Conditions of the Offer” is hereby amended as set forth below.
In the first paragraph in this section on page 16 of the Offer to Purchase, the words “(other than actions or inactions of the Company)” are inserted after the word “events” and before the comma after the word “events,” as follows:
“regardless of the circumstances giving rise to the event or events (other than actions or inactions of the Company), make it advisable…”.
The first sub-bullet below the third bullet on page 16 of the Offer to Purchase is deleted and replaced with the following:
“any general suspension of trading in, or the imposition of any general trading curb or general minimum or maximum price limits on prices for, trading in securities on any U.S. national securities exchange or in the over-the-counter market.”
The third sub-bullet below the third bullet on page 16 of the Offer to Purchase is deleted and replaced with the following:
“the commencement of any war, armed hostilities or other international calamity, including any act of terrorism, on or after the date of this Offer to Purchase, in or involving the United States, or the material escalation of any such armed hostilities which had commenced before the date of this Offer to Purchase, in each case which is reasonably likely to have a material adverse effect on the Company or on the Company’s ability to complete the Offer.”
The final clause of the fifth sub-bullet below the third bullet on page 16 of the Offer to Purchase is deleted and replaced with the following:



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“, or there is an adverse change in the anticipated enhanced capital structure anticipated to result from the Offer (see Section 2 - “Purpose of the Offer” - of this Offer to Purchase for a description of the contemplated benefits of the Offer to the Company).”
The following sentence is hereby inserted as the new penultimate sentence in the final paragraph of this section on page 17:
“Notwithstanding the foregoing, in the event that one or more events described above occurs before the Expiration Date, the Company will, as promptly as practical, notify the holders of Securities of the Company’s determination as to whether to (i) waive or modify, in whole or in part, the condition and continue the Offer or (ii) terminate the Offer.”





______________________________________________________________________________________________________


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: August 1, 2019




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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)
(a)(5)(D)
(a)(5)(E)
(b)
Not applicable.
(d)(1)
(d)(2)
(d)(3)
(d)(4)
(d)(5)
(d)(6)
(d)(7)
(d)(8)
(d)(9)
(d)(10)



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(d)(11)
(d)(12)
(d)(13)
(d)(14)
(d)(15)
(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)



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(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)



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(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)



______________________________________________________________________________________________________


(d)(73)
(g)
Not applicable.
(h)
Not applicable.



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