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 March13, 2017, Banc of California, Inc. (the Company) entered
into a Cooperation Agreement (the Cooperation Agreement) with
Legion Partners Asset Management, LLC (Legion Partners), Legion
Partners, L.P. I, Legion Partners, L.P. II, Legion Partners
Special Opportunities, L.P. I, Legion Partners Special
Opportunities, L.P. V, Legion Partners, LLC, Legion Partners
Holdings, LLC, Bradley S. Vizi, Christopher S. Kiper and Raymond
White (collectively, the Legion Group). The Legion Group
beneficially owns 3,287,879 shares of the Companys common stock,
par value $0.01 per share (the Common Stock), which represents
approximately 6.6% of the issued and outstanding shares of Common
Stock as reported by the Company on its Annual Report on Form
10-K for the fiscal year ended December31, 2016.
to the Cooperation Agreement, among other things:
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The Legion Group agreed to irrevocably withdraw its notice of nomination and submission of a business proposal submitted to the Company on February6, 2017 promptly following the signing of the Cooperation Agreement. |
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The Company agreed to conduct a search for two additional independent directors in collaboration with the Legion Group.The board of directors of the Company (the Board) will select the two independent directors from candidates mutually agreed-upon by the Board and the Legion Group.Once selected, such directors will be appointed to (i)the Board, one as a Class I director and the other as a Class III director and (ii)the Board of Directors of Banc of California, N.A. |
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From March13, 2017 until the day after the Companys 2017 annual meeting of stockholders (the Restricted Period), the Legion Group agreed to vote all the shares of Common Stock that it beneficially owns (i)in favor of the Companys slate of directors, (ii)against any stockholders nominations for directors not approved and recommended by the Board and against any proposals or resolutions to remove any director and (iii)in accordance with the Boards recommendations on all other proposals of the Board set forth in the Companys proxy statement except that (A)the Legion Group can vote on any matter (other than the election of directors) in accordance with the recommendations of ISS or Glass Lewis if their recommendations differ from those of the Board and (B)these voting restrictions do not apply to certain extraordinary actions including certain change in control, financing and liquidation transactions and transactions involving change in the capital structure of the Company. |
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The Legion Group agreed to certain standstill provisions that restrict the Legion Group and its affiliates, associates and representatives, during the Restricted Period, from, among other things, acquiring additional voting securities of the Company that would result in the Legion Group having ownership or voting interest in 10% or more of the outstanding shares of Common Stock, engaging in proxy solicitations in an election contest, subjecting any shares to any voting arrangements except as expressly provided in the Cooperation Agreement, making or being a proponent of a stockholder proposal, seeking to call a meeting of stockholders or solicit consents from stockholders, seeking to obtain representation on the Board except as otherwise expressly provided in the Cooperation Agreement, seeking to remove any director from the Board, seeking to amend any provision of the governing documents of the Company, or proposing or participating in certain extraordinary corporate transactions involving the Company. |
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The Company agreed to reimburse the Legion Group for up to $100,000 for its legal fees and expenses incurred in connection with its investment in the Company. |
A copy of the Cooperation Agreement is attached to this report as
Exhibit 10.1 and is incorporated herein by reference. The
foregoing description of the Cooperation Agreement does not
purport to be complete and is qualified in its entirety by
reference to full text of the Cooperation Agreement.
In connection with the entry into the foregoing Cooperation
Agreement, Legion Partners informed the Company that The
California State Teachers Retirement System (CalSTRS), which is
not a party to the Cooperation Agreement, has withdrawn its
proposal submitted to Rule 14a-8 under the Securities Exchange
Act of 1934 regarding amending the percentage of shares needed
for the stockholders to amend the Companys bylaws.
A copy of the press release issued by the Company announcing the
entry into the Cooperation Agreement and CalSTRS withdrawal of
its proposal is attached to this report as Exhibit 99.1 and is
incorporated herein by reference.
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| Item8.01 | Other Events. |
The Companys 2017 AnnualMeetingof Stockholders (the Annual
Meeting) willbeheldat 8:00 a.m., Pacific Daylight Time, June9,
2017. Holders of record of the Companys Voting Common Stock at
the close of business on April13, 2017 will be entitled to notice
of and to vote at the Annual Meeting.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Cooperation Agreement dated March13, 2017, by and among Banc of California, Inc., Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. I, Legion Partners Special Opportunities, L.P. V, Legion Partners, LLC, Legion Partners Holdings, LLC, Bradley S. Vizi, Christopher S. Kiper and Raymond White. |
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| 99.1 |
Banc of California, Inc. Press Release, dated March14, 2017 announcing the entry into the Cooperation Agreement and CalSTRS withdrawal of its proposal. |
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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 00.00 at 20.65 with 1,297,240 shares trading hands.
