BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 Completion of Acquisition or Disposition of Assets.
On March30, 2017, Banc of California, N. A. (the Bank), a
wholly-owned subsidiary of Banc of California, Inc. (the
Company), completed the previously announced transactions to:
(i) the Asset Purchase Agreement (the APA), dated as of
February28, 2017, by and between the Bank and Caliber Home Loans,
Inc., a Delaware corporation (the Purchaser), to which the Bank
agreed to sell and the Purchaser agreed to purchase specified
assets of the Banks Banc Home Loans division, which relate to the
Banks business (the Business) of originating, processing,
underwriting, funding and selling residential mortgage loans (the
APA Transaction), and
(ii) the Bulk Servicing Rights Purchase and Sale Agreement (the
MSR Agreement), dated as of February28, 2017, by and between the
Bank and the Purchaser, to which the Bank agreed to sell and the
Purchaser agreed to purchase the mortgage servicing rights on
approximately $3.8billion in unpaid balances of conventional
agency mortgage loans to the Purchaser (the MSR Transaction, and
together with the APA Transaction, the Transaction).
The assets acquired by the Purchaser in the APA Transaction
include, among other things, the leases relating to the Banks
dedicated mortgage loan origination offices and rights to certain
portions of the Banks unlocked pipeline of residential mortgage
loan applications for loans. The Purchaser has assumed certain
obligations and liabilities of the Bank under the acquired
leases, and with respect to the employment of transferred
employees. to the APA and subject to the terms and conditions
contained therein, the Bank received a $25 million cash premium
payment, in addition to the net book value of certain assets
acquired by the Purchaser, totaling $2.1 million, upon closing of
the transaction. The Bank may receive up to an additional $5
million cash premium based on criteria tied to loan officer
retention by the Purchaser. Additionally, the Bank will receive
an earn-out, payable quarterly, based on the future performance
of the Business over the 38 months following completion of the
transaction. The Purchaser retains an option to buy out the
future earn-out payable to the Bank in exchange for cash
consideration of $35 million, less the aggregate amount of all
earn-out payments made prior to the date on which the Purchaser
makes the payment of the buyout amount.
to and subject to the terms of the MSR Agreement, the Purchaser
purchased the mortgage servicing rights on approximately
$3.8billion in unpaid balances of conventional agency mortgage
loans for $36 million of consideration, subject to adjustment
under certain circumstances.
The foregoing description of the APA, the MSR Agreement and the
Transaction contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by reference to,
the full text of the APA and the MSR Agreement, copies of which
are filed hereto as Exhibit 2.1 and Exhibit 2.2, respectively.
The Companys unaudited pro forma financial information giving
effect to the Transaction is attached hereto as Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits. |
(b) UnauditedPro Forma Financial Information
The unaudited pro forma financial information required by
Item9.01(b) of Form 8-K is included as Exhibit 99.1 hereto and
incorporated herein by reference.
(d) Exhibits
The following exhibits are attached with this current report on
Form 8-K:
| 2.1 |
Asset Purchase Agreement, dated February28, 2017, by and between Banc of California, N. A. and Caliber Home Loans, Inc.* |
|
| 2.2 |
Bulk Servicing Rights Purchase and Sale Agreement, dated February 28, 2017, by and between Banc of California, N. A. and Caliber Home Loans, Inc.* |
|
| 99.1 | Unaudited Pro Forma Financial Information |
* Schedules and exhibits have been omitted to Item602(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request.
1
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. | ||||
| April5, 2017 |
/s/ J. Francisco A. Turner |
|||
| J. Francisco A. Turner | ||||
|
Interim Chief Financial Officer, Interim President Chief Strategy Officer |
2
EXHIBIT INDEX
|
Number |
Description |
|
| 2.1 |
Asset Purchase Agreement, dated February 28, 2017, by and between Banc of California, N. A. and Caliber Home Loans, Inc.* |
|
| 2.2 |
Bulk Servicing Rights Purchase and Sale Agreement, dated February 28, 2017, by and between Banc of California, N. A. and Caliber Home Loans, Inc.* |
|
| 99.1 | Unaudited Pro Forma Financial Information |
* Schedules and exhibits have been omitted
About BANC OF CALIFORNIA, INC. (NYSE:BANC)
Banc of California, Inc. provides banking services to California’s diverse businesses, entrepreneurs and homeowners. The Bank was formed through the merger of four of Southern California’s community banking franchises. The Bank offers a range of financial services to meet the banking and financial needs of the communities it serves, with operations conducted through over 100 banking offices across California and across the West. The Bank’s deposit product and service offerings include checking, savings, money market, certificates of deposit, retirement accounts, as well as online, telephone and mobile banking, automated bill payment, cash and treasury management, master demand accounts, foreign exchange, interest rate swaps, trust services, card payment services, remote and mobile deposit capture, Automated Clearing House (ACH) origination, wire transfer, direct deposit and safe deposit boxes. BANC OF CALIFORNIA, INC. (NYSE:BANC) Recent Trading Information
BANC OF CALIFORNIA, INC. (NYSE:BANC) closed its last trading session down -0.05 at 19.90 with 790,169 shares trading hands.