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Section 1: 8-K (8-K)

Document
false0001169770Depositary Shares -- 7.375% non-cumulative perpetual preferred stock, series DDepositary Shares -- 7.00% non-cumulative perpetual preferred stock, series E 0001169770 us-gaap:CommonStockMember 2020-02-10 2020-02-10 0001169770 us-gaap:SeriesEPreferredStockMember 2020-02-10 2020-02-10 0001169770 us-gaap:SeriesDPreferredStockMember 2020-02-10 2020-02-10 0001169770 2020-02-10 2020-02-10



 
 
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): February 10, 2020
 

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: (855361-2262
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.  ☐ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
BANC
 
New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D
 
BANC PRD
 
New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E
 
BANC PRE
 
New York Stock Exchange








Item 8.01 Other Events.
On February 10, 2020, Banc of California, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has declared a quarterly cash dividend of $0.06 per share on the Company’s outstanding common stock. The dividend will be payable on April 1, 2020 to stockholders of record as of March 16, 2020. The Company also announced that its Board of Directors has authorized the repurchase of up to $45 million of the Company’s common stock.
The repurchase authorization expires in February 2021. Purchases may be made in open-market transactions, in block transactions on or off an exchange, in privately negotiated transactions or by other means as determined by the Company’s management and in accordance with the regulations of the Securities and Exchange Commission. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions.
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 7.000%, respectively, on the liquidation preference amount. The dividends will be payable on March 16, 2020 to record holders as of February 28, 2020 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 and share repurchase 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
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

February 10, 2020
/s/ Ido Dotan
 
Ido Dotan
 
Executive Vice President, General Counsel and Corporate Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


402729261_logoa04.jpg
Banc of California Announces Quarterly Dividends
and $45 Million Stock Repurchase Program
SANTA ANA, Calif., (February 10, 2020) — (BUSINESS WIRE) — Banc of California, Inc. (NYSE: BANC)(the “Company”), the holding company parent of Banc of California, N.A., today announced that its Board of Directors has declared a quarterly cash dividend of $0.06 per share on its outstanding common stock. The dividend will be payable on April 1, 2020 to stockholders of record as of March 16, 2020. The Company also announced that its Board of Directors has authorized the repurchase of up to $45 million of the Company’s common stock.
“As we continue to enhance our franchise and improve the earnings power of the Company for the long term, we remain committed to a thoughtful capital allocation strategy of optimizing our balance sheet and returning value to our shareholders,” said Jared Wolff, President and Chief Executive Officer of the Company. “Our Board of Directors’ decision to authorize this share buyback program reflects our continued confidence in the financial strength of the Company, our business and our ability to enhance earnings.”
The repurchase authorization expires in February 2021. Purchases may be made in open-market transactions, in block transactions on or off an exchange, in privately negotiated transactions or by other means as determined by the Company’s management and in accordance with the regulations of the Securities and Exchange Commission. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions.
The Board of Directors also declared a quarterly dividend of $0.460938 per depository share on the Company's 7.375% Series D Non-Cumulative Perpetual Preferred Stock and a quarterly dividend of $0.4375 per depository share on the Company's 7.00% Series E Non-Cumulative Perpetual Preferred Stock. The quarterly dividend for each Series of depository shares will be payable on March 16, 2020 to holders of record as of February 28, 2020. The Series D depository shares are traded on the New York Stock Exchange under the “BANC PRD” symbol. The Series E depository shares are traded on the New York Stock Exchange under the “BANC PRE” symbol.
Banc of California maintains a Dividend Reinvestment Plan (DRIP) which allows stockholders to automatically acquire shares of common stock 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 at [email protected] or at (855) 361-2262.
About Banc of California, Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company with approximately $7.8 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. For more information, please visit us at www.bancofcal.com.
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.

INVESTOR RELATIONS INQUIRIES:
[email protected] or (855) 361-2262
Jared Wolff, (949) 385-8700
Lynn Hopkins, (949) 265-6599


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