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

Document



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 4 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: ý    
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)




______________________________________________________________________________________________________


This Amendment No. 4 (this “Amendment No. 4”) 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. 4. 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. 4 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. 4 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 4.    Terms of the Transaction

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following language:
The Offer expired at 11:59 p.m., New York City time, on August 21, 2019 (the “Expiration Date”). As of the Expiration Date, holders of the Securities had validly tendered and not validly withdrawn the liquidation preference amounts set forth in the table below. Because the total consideration required to purchase all Securities validly tendered and not validly withdrawn is less than the Maximum Aggregate Purchase Amount, the Company has accepted for purchase 100% of such Securities.
The Total Consideration (as defined in the Offer to Purchase) for each share of the Securities tendered and accepted for purchase pursuant to the Offer is set forth in the table below. The aggregate Total Consideration payable by the Company for all Securities accepted for purchase is approximately $46,004,555.61. The Company expects that the settlement date for the Offer will be August 23, 2019. A copy of the press release announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(F) hereto and is incorporated herein by reference.
Acceptance Priority Level
 
Series of Securities
 
CUSIP No(s).
 
Liquidation Preference Per Share
 
Total Consideration Per Share(1)
 
Aggregate Liquidation Preference Tendered as of Expiration Date
 
Aggregate Liquidation Preference Accepted for Purchase
 
Aggregate Liquidation Preference Outstanding Following the Offer
 
Aggregate Total Consideration Accepted for Purchase
1
 
Depositary Shares each representing a 1/40th ownership interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E (“Series E Depositary Shares”)
 
05990K874
 
$
25.00

 
$
27.13

 
$
24,523,200

 
$
24,523,200

 
$
100,476,800

 
$
26,612,576.64

2
 
Depositary Shares each representing a 1/40th ownership interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D (“Series D Depositary Shares”)
 
05990K882
 
$
25.00

 
$
26.39

 
$
18,370,575

 
$
18,370,575

 
$
96,629,425

 
$
19,391,978.97

(1)
Assumes the settlement date of the Offer is August 23, 2019. Includes Accrued Dividends (as defined in the Offer to Purchase) of $0.33 per Series E Depositary Share and $0.35 per Series D Depositary Share.




______________________________________________________________________________________________________


ITEM 12.    Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

Exhibit
Number
Description
(a)(5)(F)
Press Release, dated August 22, 2019.




______________________________________________________________________________________________________


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 22, 2019




______________________________________________________________________________________________________


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



______________________________________________________________________________________________________


(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)



______________________________________________________________________________________________________


(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)



______________________________________________________________________________________________________


(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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Section 2: EX-99 ((A)(5)(F))

Exhibit


399280741_logoa04.jpg
***FOR IMMEDIATE RELEASE***

For: BANC OF CALIFORNIA, INC
3 MacArthur Place
Santa Ana, California, 92707
Jared Wolff
President and Chief Executive Officer
Contact: John A. Bogler
Tel: (855) 361-2262



Banc of California, Inc. Announces Expiration and Results of Tender Offer for
Certain Outstanding Depositary Shares

SANTA ANA, Calif., August 22, 2019 - Banc of California, Inc. (the “Company”) (NYSE: BANC) announced today the expiration and results, as shown in the table below, for its previously announced cash tender offer (the “Offer”) to purchase using up to $75,000,000 (the “Maximum Aggregate Purchase Amount”) the securities listed in the table below (the “Securities”).

Acceptance Priority Level
 
Series of Securities
 
CUSIP No(s).
 
Liquidation Preference Per Share
 
Total Consideration Per Share(1)
 
Aggregate Liquidation Preference Tendered as of Expiration Date
 
Aggregate Liquidation Preference Accepted for Purchase
 
Aggregate Liquidation Preference Outstanding Following the Offer
 
Aggregate Total Consideration Accepted for Purchase
1
 
Depositary Shares each representing a 1/40th ownership interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E (“Series E Depositary Shares”)
 
05990K874
 
$
25.00

 
$
27.13

 
$
24,523,200

 
$
24,523,200

 
$
100,476,800

 
$
26,612,576.64

2
 
Depositary Shares each representing a 1/40th ownership interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D (“Series D Depositary Shares”)
 
05990K882
 
$
25.00

 
$
26.39

 
$
18,370,575

 
$
18,370,575

 
$
96,629,425

 
$
19,391,978.97

(1)
Assumes the settlement date of the Offer is August 23, 2019. Includes Accrued Dividends (as defined below) of $0.33 per Series E Depositary Share and $0.35 per Series D Depositary Share.

The Offer expired on August 21, 2019 at 11:59 p.m., New York City time (the “Expiration Date”). As of the Expiration Date, holders of the Securities had validly tendered and not validly withdrawn the liquidation preference amounts set forth in the table above. The Company has accepted the aggregate liquidation preference amounts for each series of Securities set forth in the table above. Because the total consideration required to purchase all Securities validly tendered and not validly withdrawn is less than the Maximum Aggregate Purchase Amount, the Company has accepted for purchase 100% of such Securities.
The total consideration for each Series E Depositary Share tendered and accepted for purchase pursuant to the Offer will equal $26.80, plus Accrued Dividends. The consideration for each Series D Depositary Share tendered and accepted for purchase pursuant to the Offer will equal $26.04, plus Accrued Dividends. The aggregate total consideration, including Accrued Dividends, payable by the Company for the Securities accepted for purchase is $46,004,555.61. “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 of the Offer. The Company expects that the settlement date for the Offer will be August 23, 2019.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended, the Company has filed with the Securities and Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.
Goldman Sachs & Co. LLC and Keefe, Bruyette & Woods, A Stifel Company acted as dealer managers for the Offer. For additional information regarding the terms of the Offer, please contact: Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect) or Keefe,





Bruyette & Woods, A Stifel Company at (855) 300-7136 (toll-free). Requests for the Offer to Purchase, dated July 25, 2019, and the accompanying Letter of Transmittal, dated July 25, 2019, may be directed to D.F. King & Co., Inc., which acted as the tender agent and information agent for the Offer, at (866) 406-2285 (toll-free) or (212) 269-5550 (collect).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER MATERIALS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) is a bank holding company with approximately $9 billion in assets and one wholly-owned banking subsidiary, Banc of California, N.A. (the “Bank”). The Bank has 43 offices including 32 full-service branches located throughout Southern California. Through our dedicated professionals, we provide customized and innovative banking and lending solutions to businesses, entrepreneurs and individuals throughout California. We help to improve the communities where we live and work, by supporting organizations that provide financial literacy and job training, small business support and affordable housing. With a commitment to service and building enduring relationships, we provide a higher standard of banking. We look forward to helping you achieve your goals.

Forward-Looking Statements

This press release includes forward-looking statements. 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.



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