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: November 22, 2023
BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35522
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04-3639825
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3 MacArthur Place,
Santa Ana, California
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92707
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (855) 361-2262
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:
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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BANC
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New York Stock Exchange
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Introductory Note
On November 22, 2023, Banc of California, Inc., a Maryland corporation (“Banc of California”), held a special meeting of stockholders (the “Special Meeting”) in connection with
the Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among Banc of California, Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California (“Merger Sub”), and PacWest
Bancorp, a Delaware corporation (“PacWest”).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As noted under Item 5.07 of this Form 8-K, at the Special Meeting, the stockholders of Banc of California approved the A&R 2018
Plan (as defined below). A description of the A&R 2018 Plan is contained in the joint proxy statement/prospectus of Banc of California and PacWest, dated October 23, 2023 (the “Joint Proxy Statement/Prospectus”), under the heading “Proposal 2: Banc Incentive Plan Proposal; Approval of the Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan” and is incorporated
herein by reference, and a copy of the A&R 2018 Plan is attached to the Joint Proxy Statement/Prospectus as Annex J and is also incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, Banc of California’s stockholders considered certain matters related to the merger, each of which is
described in more detail in the Joint Proxy Statement/Prospectus. At the close of business on September 25, 2023, the record date for the Special Meeting, there were 56,959,141 shares of Banc of California voting common stock outstanding. At the
Special Meeting, the holders of 46,694,968 shares of Banc of California voting common stock were represented in person or by proxy, constituting a quorum.
The vote results on the matters presented at the Special Meeting are set forth below.
Item 1 - Banc of
California Issuance Proposal. A proposal to approve (i) the issuance of Banc of California common stock to holders of PacWest common
stock pursuant to the Merger Agreement, and (ii) the issuance of Banc of California common stock, a new class of non-voting, common-equivalent stock of Banc of California and certain warrants to affiliates of funds managed by Warburg Pincus LLC
(the “Warburg Investors”) and certain investment vehicles sponsored, managed or advised by Centerbridge Partners, L.P. and its affiliates (the “Centerbridge Investor” and together with the Warburg Investors, the “Investors”),
pursuant to separate investment agreements (the “Investment Agreements”), each dated as of July 25, 2023, entered into by Banc of California and the Warburg
Investors and the Centerbridge Investor was approved upon the following votes:
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Votes For
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Votes Against
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Abstentions
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46,211,799
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469,418
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13,751
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Item 2 - Banc of
California Incentive Plan Proposal. A proposal to approve the amendment and restatement of Banc of California’s existing 2018 Omnibus
Stock Incentive Plan, to be renamed the Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan (the “A&R 2018 Plan”), pursuant
to which the combined company will be able to make grants of equity-based awards to employees, officers, directors and consultants of the combined company following the closing of the transactions contemplated by the Merger Agreement pursuant to an
increased share pool of 6,300,000 common shares plus the number of shares available for new awards under the existing plan was approved upon the following votes:
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Votes For
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Votes Against
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Abstentions
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43,750,562 |
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2,842,515
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101,891
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Item 3 - Banc of
California Exemption Amendment Proposal. A proposal to approve the amendment of Section F of Article 6 of the Second Articles of
Restatement of Banc of California (the “Banc of California Charter”) in a manner to exempt the Warburg Investors and their affiliates (but not any other
stockholder of Banc of California) from the application of Section F of Article 6 (other than paragraph 4 thereof, which deals mainly with the quorum requirement for meetings of Banc of California stockholders) of the Banc of California Charter was
approved upon the following votes:
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Votes For
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Votes Against
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Abstentions
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46,071,699
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592,438
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30,831
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No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not
adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.
Item 8.01. Other Events.
Also on November 22, 2023, Banc of California and PacWest issued a joint press release announcing the voting results of the Special Meeting and the
results of the special meeting of PacWest stockholders held on November 22, 2023. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description of Exhibit
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Joint Press Release, dated November 22, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Statements Regarding Forward-Looking Information
This document contains certain forward-looking statements within the meaning
of the federal securities laws with respect to the proposed transaction between Banc of California and PacWest and the proposed investment by the Investors in
equity securities of Banc of California pursuant to Investment Agreements. Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements
of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Banc of California and
PacWest and the proposed investment by the Investors, including statements as to the expected timing, completion and effects of the proposed transaction. These statements are based on various assumptions, whether or not identified in this
document, and on the current expectations of Banc of California’s and PacWest’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or
impossible to predict, may differ from assumptions and many are beyond the control of Banc of California and PacWest. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the risk
that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction; (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement or the Investment Agreements; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the
announcement or pendency of the proposed transaction on Banc of California’s and PacWest’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of Banc of
California and PacWest; (vii) potential difficulties in retaining Banc of California and PacWest customers and employees as a result of the proposed transaction; (viii) Banc
of California’s and PacWest’s estimates of its financial performance; (ix) changes in general economic conditions; (x) changes in the interest rate environment, including
the recent increases in the Board of Governors of the Federal Reserve System benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect Banc of California’s and PacWest’s revenue and
expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; (xi) the impacts of continuing inflation; (xii) the credit risks of lending activities, which may be affected by deterioration in real estate
markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of Banc of California’s and PacWest’s underwriting practices and the risk of fraud; (xiii) fluctuations in the
demand for loans; (xiv) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund Banc of California’s and
PacWest’s activities particularly in a rising or high interest rate environment; (xv) the rapid withdrawal of a significant amount of deposits over a short period of time; (xvi) results of examinations by regulatory authorities of Banc of
California or PacWest and the possibility that any such regulatory authority may, among other things, limit Banc of California’s or PacWest’s business activities, restrict Banc of California’s or PacWest’s ability to invest in certain assets,
refrain from issuing an approval or non-objection to certain capital or other actions, increase Banc of California’s or PacWest’s allowance for credit losses, result in write-downs of asset values, restrict Banc of California’s or PacWest’s
ability or that of Banc of California’s or PacWest’s bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xvii) the impact of bank failures or other adverse developments at other banks on general investor sentiment
regarding the stability and liquidity of banks; (xviii) changes in the markets in which Banc of California and PacWest compete, including with respect to the competitive landscape, technology evolution or regulatory changes; (xix) changes in consumer spending, borrowing and saving habits; (xx) slowdowns in
securities trading or shifting demand for security trading products; (xxi) the impact of natural disasters or health epidemics; (xxii) legislative or regulatory changes; (xxiii) impact of operating in a highly competitive industry; (xxiv)
reliance on third party service providers; (xxv) competition in retaining key employees; (xxvi) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct,
malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; (xxvii) changes to accounting principles and guidelines; (xxviii) potential litigation relating to the proposed transaction that could be
instituted against Banc of California, PacWest or their respective directors and officers, including the effects of any outcomes related thereto; (xxix)
volatility in the trading price of Banc of California’s or PacWest’s securities; (xxx) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities; and (xxxi) unexpected costs, charges or expenses resulting from the
proposed transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of Banc of California’s registration statement on Form S-4 filed on August 28, 2023 (as amended on September 29, 2023, further amended on October 16, 2023 and as further amended on October 19, 2023) and
other documents filed by Banc of California or PacWest from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings do and will identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in
the forward-looking statements. There may be additional risks that neither Banc of California nor PacWest presently knows or that Banc of California or PacWest currently believes are immaterial that could also cause actual events and results to
differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Banc of California’s and PacWest’s expectations, plans or forecasts of future events and views as of the date of this document. Banc of
California and PacWest anticipate that subsequent events and developments will cause Banc of California’s and PacWest’s assessments to change. While Banc of California and PacWest may elect to update these forward-looking statements at some point
in the future, Banc of California and PacWest specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Banc of California’s and PacWest’s
assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forward-looking statements speak only as of the date they are made. Neither Banc of
California nor PacWest gives any assurance that either Banc of California or PacWest, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Banc of California, PacWest or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
This document relates to the proposed transaction between Banc of California and PacWest and the proposed investment in Banc of California by Investors.
On August 28, 2023, Banc of California filed a registration statement on Form S-4 (the “registration statement”) with the SEC (as amended on September 29, 2023, as further amended on October 16, 2023 and October 19, 2023), which includes a joint
proxy statement/prospectus (the “joint proxy statement/prospectus”) of Banc of California and PacWest distributed to holders of Banc of California’s common stock and PacWest’s common stock in connection with Banc of California’s and PacWest’s
solicitation of proxies for the vote by Banc of California’s stockholders and PacWest’s stockholders with respect to the proposed transaction and also constitutes a prospectus of Banc of California. The registration statement was declared effective
by the SEC on October 20, 2023 and the definitive joint proxy statement / prospectus was first mailed on or around October 23, 2023 to Banc of California’s and PacWest’s respective stockholders that, as of the applicable record date, are entitled
to vote on the matters being considered at the Banc of California stockholder meeting and at the PacWest stockholder meeting, as applicable.
BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the registration statement, the definitive joint proxy statement/prospectus and all other
relevant documents filed with the SEC by Banc of California or PacWest through the website maintained by the SEC at www.sec.gov.
The documents filed by Banc of California or PacWest with the SEC also may be obtained free of charge at Banc of California’s or PacWest’s website at
https://investors.bancofcal.com, under the heading “Financials and Filings” or www.pacwestbancorp.com, under the heading “SEC Filings”, respectively, or upon written request to Banc of California, Attention: Investor Relations, 3 MacArthur Place,
Santa Ana, CA 92707 or PacWest, Attention: Investor Relations, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA 90212, respectively.
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.
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BANC OF CALIFORNIA, INC.
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Date: November 22, 2023
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/s/ Ido Dotan
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Ido Dotan
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Executive Vice President, General Counsel and Corporate Secretary
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