Filing Details

Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street Suite 2800 Chicago, IL  60654-5313 (312) 832-4549

Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596

Item 1.

Security and Issuer

This new, initial Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of Banc of California, Inc. (the “Company”).  The address of the principal executive offices of the Company is 18500 Von Karman Avenue, Suite 1100, Irvine, CA 92612.

 

The reporting persons previously were required to file a Schedule 13D to report their holdings of Common Stock, but then ceased to report on Schedule 13D as they held less than 5% of the outstanding shares of Common Stock.  So, the reporting persons ceased to mandatorily report their holdings of Common Stock on Schedule 13D, while their holdings did not exceed 5%.  Now that their holdings again exceed 5% they are filing this initial Schedule 13D.

 

Item 2.

Identity and Background

 

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the Reporting Persons have voting and dispositive power over 3,302,219 shares of Common Stock of the Company acquired at an aggregate cost of $40,141,249.

 

This includes: (1) 3,286,719 shares of Common Stock held on behalf of the Clients, acquired at an aggregate cost of $39,941,594 using the Clients’ available working capital; (2) 10,000 shares of Common Stock owned by Mr. Lashley through his IRA for a total cost of $107,000, acquired using the IRA’s available capital; and (3) 500 shares of Common Stock owned by Mr. Palmer for a total cost of $5,405, acquired using his available personal capital, and 5,000 shares of Common Stock owned by Mr. Palmer through his IRA for a total cost of $87,250, acquired using the IRA’s available capital.

 

 

PL Capital Advisors does not own any Common Stock directly but is deemed to beneficially own Common Stock purchased on behalf of the Clients.  PL Capital Advisors disclaims beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.

 

From time to time, the Reporting Persons may purchase Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) or other banking institutions or brokerage firms on such firms’ usual terms and conditions.  All or part of the shares of Common Stock held by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, none of the Reporting Persons have loans secured by Common Stock.

 

Item 4.

Purpose of Transaction

This is the Reporting Person’s initial Schedule 13D filing.  The Reporting Persons previously were required to file a Schedule 13D to report their holdings of Common Stock, but then ceased to report on Schedule 13D as they held less than 5% of the outstanding shares of Common Stock.  So, the Reporting Persons ceased to mandatorily report their holdings of Common Stock on Schedule 13D, while their holdings did not exceed 5%.  Now that their holdings again exceed 5% they are filing this initial Schedule 13D.

 

In the aggregate, the Reporting Persons hold 6.7% of the Banc of California’s Common Stock, based upon the Company’s outstanding shares as of July 28, 2016.  The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.

 

The Reporting Persons have significant concerns and questions about the Company’s corporate governance, capital management, transparency and executive compensation plans, many of which have been communicated to the management and board of the Company over the past three years.  Although the management and board of directors of Banc of California have in the past refused the Reporting Persons’ requests to meet, it is the Reporting Persons intent to engage in a dialogue with the management and board of the Company to address these concerns and questions.  If needed, the Reporting Persons will assert one or more of the stockholder rights afforded shareholders by the governing documents of the Banc of Califormia.

 

Richard Lashley, a principal of the PL Capital Group, sent a letter dated October 21, 2016 to Mr. Steven Sugarman, President & CEO of the Company. A copy of the letter is attached as Exhibit 99.2 to this Schedule 13D.

 

Richard Lashley, a principal of the PL Capital Group, sent a letter dated October 17, 2016 to Mr. Steven Sugarman, President & CEO of the Company. A copy of the letter is attached as Exhibit 99.3 to this Schedule 13D.

 

Unless otherwise noted in this Schedule 13D, no Reporting Person has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  The Reporting Persons may make further purchases of shares of Common Stock, although they have no present intention of increasing their aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  The Reporting Persons may dispose of any or all the shares of Common Stock which they hold.

 

 

Item 5.

Interest in Securities of the Company

As of the date of this Schedule 13D, the Reporting Persons held in the aggregate 3,302,219 shares of Common Stock of the Company, which represents 6.7% of the outstanding Common Stock.

 

This includes (1) 3,286,719 shares of Common Stock owned by the Clients, which represents 6.6% of the outstanding Common Stock; (2) 10,000 shares of Common Stock owned by Mr. Lashley through his IRA, which represents <0.1% of the outstanding Common Stock; and (3) 500 shares of Common Stock owned by Mr. Palmer and 5,000 shares of Common Stock owned by Mr. Palmer through his IRA, collectively representing <0.1% of the outstanding Common Stock.

 

The percentages used in this Schedule 13D are calculated based upon 49,563,203 outstanding shares of Common Stock as of July 28, 2016.  This amount is based upon the number of outstanding shares of Common Stock reported as of July 28, 2016, in the Company’s Quarterly Report on Form 10-Q filed on August 4, 2016.  The amount of shares outstanding does not include any common shares that may be issued in the future in settlement of the Company’s Tangible Equity Units (TEUs) which were issued by the Company in May, 2014.

 

Each of the Reporting Persons shares voting and dispositive power over the shares of Common Stock held by the Clients.

 

Set forth below are all of the transactions in the Common Stock effected by PL Capital Advisors on behalf of the Clients during the past 60 days:

 

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and disposition of shares of Common Stock held by PL Capital Advisors on behalf of the Clients.

 

Set forth below are all of the transactions in the Common Stock effected by Mr. Palmer during the past 60 days:

 

 

 

Mr. Lashley did not effect any transactions in the Common Stock directly in his name during the past 60 days.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

 

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 99.1 to this Initial Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

 

Item 7.

Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.