Banc of California, Inc. Announces Concurrent Offerings of Senior Debt and Preferred Stock

Banc of California, Inc. (the “Company”) (NYSE: BANC), the holding company for Banc of California, National Association, today announced that it has commenced a public offering of senior notes due 2025 (the “notes offering”). Concurrent with the notes offering, the Company has commenced a public offering (the “depositary shares offering” and together with the notes offering, the “offerings”) of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share and liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The Company expects to use the net proceeds from the offerings for general corporate purposes. Neither offering is contingent on the completion of the other offering.

The underwriters of the depositary shares offering will have a 30-day over-allotment option to purchase additional depositary shares. The Company intends to apply to list the depositary shares on the New York Stock Exchange under the symbol “BANCPRD.”

BofA Merrill Lynch and UBS Investment Bank are acting as lead book-running managers for the depositary shares offering and Sandler O’Neill + Partners, L.P., BofA Merrill Lynch, Keefe, Bruyette & Woods, UBS Investment Bank and Wells Fargo Securities are acting as joint book-running managers for the notes offering. Wachtell, Lipton, Rosen & Katz is serving as outside legal counsel to the Company.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Each offering is being made only by means of a prospectus supplement and accompanying base prospectus. The Company has filed a registration statement (File No. 333-192518) (including a base prospectus) and a separate preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for each of the notes offering and the depositary shares offering, and will file a separate final prospectus supplement for each such offering. Prospective investors should read the registration statement including the base prospectus, the preliminary prospectus supplements and the final prospectus supplements (when available) and the other documents the Company has filed with the SEC for more complete information about the Company and the offerings. Investors may obtain these documents without charge by visiting the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the accompanying base prospectus for the depositary shares offering may be obtained by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, UBS Securities LLC at 1-888-827-7275, or Keefe, Bruyette & Woods, Inc. at 1-800-966-1559. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the notes offering may be obtained by calling Sandler O’Neill + Partners, L.P. at 1-866-805-4128, Merrill Lynch, Pierce, Fenner & Smith Incorporated at the number cited above, Keefe, Bruyette & Woods, Inc. at 1-800-966-1559, UBS Securities LLC at the number cited above, or Wells Fargo Securities, LLC at 1-800-645-3751.

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) has total assets of $6.0 billion and is the largest bank holding company headquartered in Orange County, CA. The Company’s principal subsidiary, Banc of California, N.A., provides banking services and loans serving the diverse needs of private businesses, entrepreneurs and homeowners. Banc of California operates over 100 offices, including 40 full-service branch locations, in California and the West.

Cautionary Statement Regarding Forward-Looking Information

When used in this press release and in other public communications, in documents filed with or furnished to the SEC or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” “guidance” or similar expressions are intended to identify forward-looking statements within the meaning of, and subject to the protections of, the Private Securities Litigation Reform Act of 1995. These statements may relate to the Company’s future financial performance, strategic plans or objectives, revenue, expense or earnings projections or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2014 under the captions “Forward-Looking Statements” and “Risk Factors” and in the preliminary prospectus supplements for the offerings under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” The Company believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Contacts:

INVESTOR RELATIONS INQUIRIES:
Banc of California, Inc.
Timothy Sedabres, 855-361-2262
or
MEDIA INQUIRIES:
Vectis Strategies
David Herbst, 213-973-4113 x101

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