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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 09, 2021
BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
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| | |
| Maryland | 001-35522 | 04-3639825 |
(State or other jurisdiction
of incorporation) | (Commission 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
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 (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:
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| Title of each class | | Trading Symbol(s) | | 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 7.01 Regulation FD Disclosure.
On February 9, 2021, Banc of California, Inc. (the “Company”) announced that it is calling for redemption all 93,270 outstanding shares of its Series D Preferred Stock, which will result in the simultaneous redemption of all 3,730,800 of the outstanding related depositary shares (the “Series D Depositary Shares), each representing a 1/40th interest in a share of Series D Preferred Stock, at a redemption price of $25 per Series D Depositary Share ($93,270,000 in the aggregate).
In the same press release, the Company announced its regular quarterly dividends on its common stock, Series D Preferred Stock and Series E Preferred Stock.
A copy of the press release issued by the Company announcing the redemption and dividends is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
Exhibit
Number |
Description |
| Banc of California, Inc. Press Release dated February 9, 2021 Announcing Redemption and Quarterly Dividends. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURE
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.
BANC OF CALIFORNIA, INC.
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| February 10, 2021 | /s/ Ido Dotan |
| Ido Dotan |
| Executive Vice President, General Counsel and
Corporate Secretary |