false 0001169770 0001169770 2020-10-27 2020-10-27 0001169770 us-gaap:CommonStockMember 2020-10-27 2020-10-27 0001169770 us-gaap:SeriesDPreferredStockMember 2020-10-27 2020-10-27 0001169770 us-gaap:SeriesEPreferredStockMember 2020-10-27 2020-10-27





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2020




(Exact name of registrant as specified in its charter)




Maryland   001-35522   04-3639825

(State or other jurisdiction

of incorporation)



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


(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





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


On October 27, 2020, Banc of California, Inc. (the “Company”) issued a press release announcing the pricing of its public offering of $85,000,000 aggregate principal amount of its 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030.

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

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 the Company with the U.S. Securities and Exchange Commission. In addition to those, statements about the potential effects of the COVID-19 pandemic on the business, financial results and condition of the Company and its subsidiaries may constitute forward-looking statements. Those forward-looking statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected due to factors and future developments that are uncertain, unpredictable and in many cases beyond the control of the Company, including, but not limited to, the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on the Company and its subsidiaries, their customers and third parties. You should not place undue reliance on forward-looking statements and the Company undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statements are made.


ITEM 9.01


(d) Exhibits.


99.1    Banc of California, Inc. Press Release dated October 27, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.



October 27, 2020  





/s/ Lynn M. Hopkins






  Lynn M. Hopkins






  Executive Vice President and Chief Financial Officer