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BANC > SEC Filings for BANC > Form 8-K on 21-May-2014All Recent SEC Filings

Show all filings for BANC OF CALIFORNIA, INC.

Form 8-K for BANC OF CALIFORNIA, INC.


21-May-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financi


Item 1.01 Entry into a Material Definitive Agreement.

Common Stock Offering. On May 15, 2014, Banc of California, Inc., a Maryland corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as representative of the several underwriters (collectively, "Underwriters") listed in Schedule A thereto, pursuant to which the Company agreed to sell to the Underwriters 5,150,000 shares of the Company's voting common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $9.78 per share, upon the terms and conditions set forth in the Underwriting Agreement (the "Common Stock Offering"). The Underwriting Agreement also granted the Underwriters a 30-day option to purchase up to an additional 772,500 shares of Common Stock, which was exercised in full on May 20, 2014. The Company has made certain customary representations, warranties and covenants in the Underwriting Agreement. The Company also has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). On May 21, 2014, the Company closed the Common Stock Offering and completed the sale of 5,922,500 shares of Common Stock.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The Company estimates that the net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $53.7 million. The Company intends to use the net proceeds from the Common Stock Offering, together with the net proceeds from the sale of the Units described below, to finance its previously announced pending acquisition of 20 California branches from Popular Community Bank and for general corporate purposes.

The shares sold in the Common Stock Offering have been registered with the Securities and Exchange Commission (the "SEC") pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-192518) (the "Registration Statement"). The material terms of the offer and sale of the shares of Common Stock are described in the Company's final prospectus supplement, dated May 15, 2014 and as filed with the SEC on May 19, 2014, pursuant to Rule 424(b)(5) under the Securities Act, which supplements the Company's prospectus, dated February 12, 2014, contained in the Registration Statement.

Units Offering. On May 15, 2014, the Company also entered into a Purchase Agreement (the "Purchase Agreement") with Merrill Lynch relating to a public offering of 1,200,000 8.00% tangible equity units (the "Units"), each with a stated amount of $50.00, upon the terms and conditions set forth in the Purchase Agreement (the "Units Offering"). Pursuant to the terms of the Purchase Agreement, the Company granted Merrill Lynch an option to purchase up to 180,000 additional Units, which was exercised in full on May 20, 2014. The Company has made certain customary representations, warranties and covenants in the Purchase Agreement. The Company also has agreed to indemnify Merrill Lynch against certain liabilities, including liabilities under the Securities Act. On May 21, 2014, the Company closed the Units Offering and completed the sale of 1,380,000 Units.

Each Unit is comprised of (i) a prepaid stock purchase contract (each a "Purchase Contract") that will be settled by delivery of a number of shares of Company Common Stock to be determined pursuant to the Purchase Contract Agreement (as defined below) and (ii) a junior subordinated amortizing note


due May 15, 2017 (each an "Amortizing Note") that has an initial principal amount of $10.604556 per Amortizing Note, bears interest at a rate of 7.50% per annum and has a scheduled final installment payment date of May 15, 2017.

Purchase Contracts

In connection with the issuance of the Units, the Company entered into a Purchase Contract Agreement (the "Purchase Contract Agreement"), dated as of May 21, 2014, with U.S. Bank National Association, as purchase contract agent for the holders of the Purchase Contracts and as trustee under the Indenture (as defined below).

Unless settled earlier at the Unit holder's (or Purchase Contract holder's, if the applicable Unit has been separated into its constituent Purchase Contract and Amortizing Note as described below) option or the Company's option, on May 15, 2017 (subject to postponement in certain limited circumstances), each Purchase Contract will automatically settle, and the Company will deliver a number of shares of Common Stock based on the applicable market value of the Common Stock, which is the average of the daily volume weighted average prices of the Company's Common Stock on each of the 20 consecutive trading days (as defined in the Purchase Contract Agreement) ending on the third trading day immediately preceding May 15, 2017:

- if the applicable market value is equal to or greater than $11.247 per share (subject to adjustment in accordance with the terms of the Purchase Contract Agreement) (the "threshold appreciation price"), the holder will receive 4.4456 shares of Common Stock;

- if the applicable market value is greater than $9.78 per share but less than $11.247 per share (subject to adjustment in accordance with the terms of the Purchase Contract Agreement), the holder will receive a number of shares of Common Stock equal to (1) $50.00 divided by
(2) the applicable market value; and

- if the applicable market value is less than or equal to $9.78 per share, the holder will receive 5.1124 shares of Common Stock.

The initial minimum settlement rate is approximately equal to (1) the Unit stated amount of $50.00 divided by (2) the initial threshold appreciation price of $11.247 per share. The initial maximum settlement rate is approximately equal to (1) the Unit stated amount of $50.00 divided by (2) the initial reference price of $9.78 per share.

On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third business day immediately preceding May 15, 2017, any holder of a Purchase Contract may settle its Purchase Contract early, and the Company will deliver to such holder a number of shares of Common Stock equal to the minimum settlement rate as determined under the Purchase Contract Agreement. In addition, if a "fundamental change" (as defined in the Purchase Contract Agreement) occurs and the Purchase Contract holder elects to settle its Purchase Contract early in connection with such fundamental change, such holder will . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated by reference into this Item 2.03.



Item 8.01 Other Events.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the shares of Common Stock in the Common Stock Offering and the Units in the Units Offering, and such exhibits are hereby incorporated by reference into the Registration Statement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index accompanying this Current Report on Form 8-K are filed herewith.


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