BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On February28, 2017, Banc of California, N. A. (the Bank), a
wholly-owned subsidiary of Banc of California, Inc., entered into
a definitive asset purchase agreement (the Agreement) with
Caliber Home Loans, Inc., a Delaware corporation (the Purchaser),
to which the Bank has agreed to sell and the Purchaser has agreed
to purchase specified assets of the Banks Banc Home Loans
division, which relate to the Banks business of originating,
processing, underwriting, funding and selling residential
mortgage loans (the Business). The assets to be acquired by the
Purchaser include, among other things, the leases relating to the
Banks dedicated mortgage loan origination offices and the Banks
pipeline of residential mortgage loan applications for loans. The
Purchaser has agreed to assume certain obligations and
liabilities of the Bank under the acquired leases and certain
other specified assigned contracts, and with respect to the
employment of transferred employees.
to the Agreement and subject to the terms and conditions
contained therein, the Bank will receive a $25million cash
premium payment, in addition to the net book value of certain
assets acquired by the Purchaser, totaling $2.7million upon
closing of the transaction. The Bank may receive up to an
additional $5million 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
buyout the future earn-out payable to the Bank in exchange for
cash consideration of $35million, 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. The
transaction, which is expected to close on March30, 2017, is
subject customary conditions to closing, including the accuracy
of customary representations and warranties of, the Bank and the
Purchaser.
| Item8.01 | Other Events. |
The Bank also announced a separate agreement for the sale of
mortgage servicing rights (MSRs) on approximately $3.8billion in
unpaid balances of conventional agency mortgages to the
Purchaser. The Purchaser will purchase the MSRs for $36million,
resulting in a net loss of $3.5million as a result of the MSR
sale. This sale of approximately half the Banks MSR portfolio is
expected to reduce earnings volatility going forward.
With regards to the Agreement referenced under Item 1.01 above,
the Bank expects to continue to originate portfolio jumbo
residential mortgage loans following the completion of the
transaction. In addition, jumbo mortgages originated by the
Purchaser which meet the Banks credit underwriting standards will
also be eligible for purchase by the Bank on a servicing retained
basis.
In addition, the transaction referenced under Item 1.01 above
reduces the Banks number of operating locations by over 60%,
shrinks total headcount from over 1,800 to less than 950, and
decreases annual run-rate noninterest expenses by over $150
million. As a result of the transaction, the Bank expects to
improve its ongoing consolidated efficiency ratio. Additionally,
the Bank expects to realize one-time expenses related to the
transaction totaling approximately $4 million.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements within the meaning of the Safe-Harbor provisions of
the Private Securities Litigation Reform Act of 1995. These
statements are necessarily subject to risk and uncertainty and
actual results could differ materially from those anticipated due
to various factors, including those set forth from time to time
in the documents filed or furnished by Banc of California, Inc.
with the Securities and Exchange Commission. You should not place
undue reliance on forward-looking statements and Banc of
California, Inc. undertakes no obligation to update any such
statements to reflect circumstances or events that occur after
the date on which the forward-looking statement is made.
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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 -0.55 at 19.45 with 875,619 shares trading hands.