BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Entry into a Material Definitive Agreement

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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:

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.
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.
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.
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.
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.
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.