Maryland
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001-35522
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04-3639825
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(State or other jurisdiction
of incorporation) |
(Commission File Number)
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(IRS Employer
Identification No.) |
11611 San Vicente Boulevard, Suite 500
Los Angeles, California
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90049
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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BANC
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NYSE
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Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F
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BANC/PF
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NYSE
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Exhibit
No. |
Description of Exhibit
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Opinion of Silver, Freedman, Taff & Tiernan LLP.
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Consent of Silver, Freedman, Taff & Tiernan LLP, included in the opinion filed as Exhibit 5.1.
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Consent of KPMG LLP
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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BANC OF CALIFORNIA, INC.
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Date: March 1, 2024
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/s/ Ido Dotan
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Ido Dotan
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Executive Vice President, General Counsel and Corporate Secretary
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1.
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The Existing Shares are validly issued, fully paid and non-assessable.
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2.
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When the Conversion Shares have been issued and delivered in accordance with the terms of the Non-Voting Common Equivalent Stock in the Company’s
charter, the Conversion Shares will be validly issued, fully paid and non-assessable.
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3.
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When the Centerbridge Warrant Shares have been issued and delivered in accordance with the terms of the Centerbridge Warrant, the Centerbridge Warrant
Shares will be validly issued, fully paid and non-assessable.
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4.
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When the Warburg Warrant Conversion Shares have been issued and delivered in accordance with the terms of the Non-Voting Common Equivalent Stock in
the Company’s charter, the Warburg Warrant Conversion Shares will be validly issued, fully paid and non-assessable.
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Very truly yours,
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/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
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SILVER, FREEDMAN, TAFF & TIERNAN LLP
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KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391
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