BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure
Banc of California, Inc. (the Company) will be participating at
the Keefe, Bruyette Woods Winter Financial Services Symposium in
Boca Raton, Florida on Thursday, February9, 2017. A copy of the
presentation materials containing information that will be
presented to the analysts and investors attending the Symposium
is included as Exhibit 99.1 to this Report on Form 8-K.
In accordance with
General Instruction B.2 of Form 8-K, the information contained in
Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1 attached hereto, shall not be deemed filed for the purposes
of Section18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section. The
information in Item 7.01 of this Current Report on Form 8-K shall
not be incorporated by reference into any filing or other
document to the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing
or document.
Item8.01
Other Events.
On February9,
2016, Banc of California, Inc. (the Company) issued a press
release announcing the conclusion of the Special Committee
investigation.
As previously
reported, on October18, 2016, an anonymous blog post raised
questions about related party transactions and other issues with
respect to the Company. Also, as previously disclosed, in
response to these allegations, the Board of Directors of the
Company formed a Special Committee to identify and engage an
independent law firm to review the allegations. Shortly
thereafter, on October27, 2016, the Companys independent auditor,
KPMG, sent a letter to Mr.Sznewajs in his capacity as Chair of
the Companys Joint Audit Committee (the KPMG Letter) raising
concerns about allegations of inappropriate relationships with
third parties and potential undisclosed related party
relationships.
The Special
Committee retained WilmerHale, a law firm with no prior
relationship with the Company, to conduct an independent
investigation to address certain issues raised by the blog post,
and items identified by the Special Committee as well as
questions raised by the KPMG Letter. In accordance with the KPMG
Letter, WilmerHale has made a final report to the Special
Committee and KPMG and has confirmed its earlier conclusion that
the inquiry has not found any violation of law. In addition, as
previously stated, contrary to the claims in the blog post,
WilmerHale did not find evidence that Jason Galanis has any
direct or indirect control or undue influence over the Company.
Furthermore, the inquiry did not find that any loan, related
party transaction, or any other circumstance has impaired the
independence of any director.
As set forth in
the Companys statement on January23, 2017, while the Special
Committee inquiry did not identify any violation of law, the
Special Committee found that a press release issued by the
Company on October18, 2016, contained certain inaccuracies
relating to a prior review of issues that were raised in the blog
post.
A copy of the
press release issued by the Company announcing the conclusion of
the Special Committee investigation is attached to this report as
Exhibit 99.2 and is incorporated herein by reference.
2
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
| 99.1 |
Banc of California, Inc. Investor Presentation Materials dated February9, 2017. |
|
| 99.2 |
Banc of California, Inc. Press Release, dated February9, 2017. |
3
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 -0.20 at 16.10 with 1,465,191 shares trading hands.