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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Banc of California, Inc. 424B7 2:647K Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: 424B7 Prospectus - Selling Security Holders - Info HTML 465K Previously Omitted 2: EX-FILING FEES Filing Fees Table HTML 15K
• | our
Annual Report on Form 10-K for the year ended December 31, 2023; |
• | our Definitive Proxy Statement on Schedule 14A filed on March 31, 2023 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2022); and |
• | the description of our common stock set
forth in the Registration Statement on Form 8-A filed on May 23, 2014, and any amendment or report filed with the SEC for the purpose of updating such description. |
• | actual or anticipated quarterly fluctuations
in our operating and financial results; |
• | developments related to investigations, proceedings or litigation that involve us; |
• | changes in financial estimates and recommendations by financial analysts; |
• | dispositions, acquisitions and financings; |
• | actions of our current stockholders, including sales of stock by existing stockholders and our directors and executive
officers; |
• | fluctuations in the stock prices and operating results of our competitors; |
• | regulatory developments; and |
• | other developments related to the financial services industry. |
• | a prohibition on voting of shares of common stock beneficially owned in excess of 10 percent of total shares of common stock outstanding (except with respect to the Warburg Investors and their respective affiliates), and supermajority voting requirements for certain business combinations with any person who beneficially owns more than 10 percent of our outstanding common stock; |
• | advance
notice requirements for nominations for election to our board of directors and for proposing matters that stockholders may act on at stockholder meetings; and |
• | a requirement that only directors may fill a vacancy in our board of directors, subject to the rights of the holders of any series of preferred stock then outstanding. |
• | 450,000,000 shares of common stock, par value $.01 per share; and |
• | 50,000,000
shares of preferred stock, par value $.01 per share. |
| | Shares
of Voting Common Stock Beneficially Owned Prior to Offering | | | Shares of Non-Voting Common
Equivalent Stock Beneficially Owned Prior to Offering | | | Shares of Voting Common
Stock Registered | | | Shares of Voting Common Stock Beneficially Owned After
Offering | ||||||||||
Name of Selling Stockholder | | | Number | | | %
of Voting Common Stock | | | Number | | | %
of Non-Voting Common Equivalent Stock | | | Number | | | Number | | | %
|
Warburg Investors(1) | | | 15,592,774 | | | 9.8 | | | 24,651,129 | | | 92.4 | | | 40,243,903 | | | — | | | —
|
Centerbridge Investor(2) | | | 9,146,340 | | | 5.7 | | | — | | | — | | | 9,146,340 | | | — | | | —
|
Bayview Investor(3) | | | — | | | — | | | 2,032,520 | | | 7.6 | | | 2,032,520 | | | — | | | — |
(1) | Consists of (a) 11,694,581 shares of voting common stock and 18,488,346 shares of non-voting common equivalent stock directly held by WP Clipper GG 14 L.P., a Cayman Islands exempted company with limited liability (“WPGG14 Purchaser”) (including 11,890,244 shares of non-voting common equivalent stock issuable upon the exercise of the warrant issued to WPGG14 Purchaser), and (b) 3,898,193 shares of voting common stock and 6,162,783 shares of non-voting common equivalent stock directly held by WP Clipper FS II L.P., a Cayman Islands exempted company with limited liability (“WPFSII Purchaser”) (including 3,963,415 shares of non-voting common equivalent stock issuable upon the exercise of the warrant issued to WPFSII Purchaser). In accordance with the terms of the Investment Agreement with the Warburg Investors
and the notice provided to us, WPGG14 Purchaser and WPFSII Purchaser intend to transfer to the Bayview Investor, within two business days following the expiration of the 180-day anniversary of the closing of the investments, that portion of their warrants that entitles the WPGG14 Purchaser and WPFSII Purchaser to purchase 1,219,512 shares of non-voting common equivalent stock, as such number may be adjusted in accordance with the terms of the warrants. The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Callisto 14”), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Europa 14”), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth 14-B”), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands
exempted limited partnership (“WP Global Growth 14-E”), (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“Warburg Pincus Global Growth 14 Partners”), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth 14 Partners” and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the “WP Global Growth 14 Funds”). The equity interests of WPFSII Purchaser are held by (A) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector II LP”), (B) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector II-E”), and (C) Warburg Pincus Financial Sector II Partners (Cayman), L.P., a Cayman Islands exempted limited
partnership (“WP Financial Sector II Partners” and, together with WP Financial Sector II LP and WP Financial Sector II-E, the “WP Financial Sector II Funds”). Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership (“WPGG Cayman 14 GP”), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Delaware limited liability company (“WPGG Cayman 14 GP LLC”), is the general partner of WPGG Cayman 14 GP. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership (“WPFS Cayman II GP”), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Delaware limited liability company (“WPFS Cayman II GP LLC”), is the general partner of WPFS Cayman II GP. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited
partnership (“WPP II Cayman”), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda GP”), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company, is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the above referenced shares are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of such shares. All indirect holders of the above referenced shares disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein. The address of the Warburg Investors is 450 Lexington Avenue, New York, New
York 10017. |
(2) | The shares included in the table consist of 6,097,560 shares of voting common stock held by CB Laker Buyer, L.P. (“CB Laker Buyer”) and 3,048,780 shares of voting common stock issuable upon exercise of a warrant held by CB Laker Buyer. CB Laker GP LLC (“CB Laker GP”) is the general partner of CB Laker Buyer. CSCP IV Cayman GP, Ltd. (“CSCP IV Cayman GP”) is the managing member of CB Laker GP. Jeffrey H. Aronson is the director of CSCP IV Cayman GP. The business address of each of the entities and the person identified in this note is 375 Park Avenue, New York, New
York 10152. |
(3) | Consists of 2,032,520 shares of non-voting common equivalent stock directly held by Bayview Opportunity Master Fund VII, L.P., a Cayman Islands limited partnership (the “Bayview Investor”). In accordance with the terms of the Investment Agreement with the Warburg Investors and the notice provided to us, WPGG14 Purchaser and WPFSII Purchaser intend to transfer to the Bayview Investor, within two business days following the expiration of the 180-day anniversary of the closing of the investments, that portion of their warrants that entitles the WPGG14 Purchaser and WPFSII Purchaser to purchase 1,219,512 shares of non-voting common equivalent stock, as such number may be adjusted in accordance with the terms
of the warrants. Bayview Opportunity GP VII, LLC, a Delaware limited liability company (the “GP”), is the general partner to the Bayview Investor. Bayview Fund Management LLC, a Delaware limited liability company, is the manager of the Bayview Investor and has authority to manage the investments of the Bayview Investor. Both of the GP and Bayview Fund Management LLC are both wholly owned subsidiaries of Bayview Asset Management, LLC (“Bayview”). Investment and voting decisions with respect to the above referenced shares are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of such shares. All indirect holders of the above referenced shares disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
• | on the New York Stock Exchange or other national securities exchange or quotation system on which the securities may be listed or quoted at the time of sale; |
• | in the over-the-counter market; |
• | in
privately negotiated transactions; |
• | through agents; |
• | in an underwritten offering; |
• | directly to a limited number of purchasers or to a single purchaser; |
• | in “at the market” offerings in the United States to the extent permitted under applicable securities laws, to or through a market maker or into an existing trading market, on an exchange or otherwise;
|
• | through distributions by a selling stockholder or its successors in interest to its members, general or limited partners, managers, affiliates, employees, directors or shareholders (or their respective members, general or limited partners, managers, affiliates, employees, directors or shareholders); |
• | in an ordinary brokerage transaction or a transaction in which the broker solicits purchasers; |
• | in a block trade in which the broker-dealer may attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction, or crosses, in which the broker acts as an agent on both sides of the trade; |
• | in a purchase by a broker-dealer as principal and resale by such broker-dealer for its own account; |
• | in an exchange distribution in accordance with the rules of the applicable exchange; |
• | subject to the limitations contained in the Investment Agreements, through the writing of options on the shares (including the issuance by the selling stockholders of derivative securities)
or other hedging transactions (whether listed on an options exchange or otherwise); |
• | subject to the limitations contained in the Investment Agreements, through short sale transactions following which the shares are delivered to close out the short positions; or |
• | through a combination of any of the above methods of sale, or any other method permitted by applicable law. |
• | our Annual Report on Form 10-K for the year ended
December 31, 2022; |
• | our Current Reports on Form 8-K filed on February 13, 2023 and February 23, 2023; and |
• | the description of our common stock set forth in the Registration Statement on Form 8-A filed on May 23,
2014, and any amendment or report filed with the SEC for the purpose of updating such description. |
• | the title and series designation; |
• | the aggregate principal amount and the limit, if any, on the aggregate principal amount or initial issue price of the debt securities which may be issued under the applicable indenture; |
• | the
principal amount payable, whether at maturity or upon earlier acceleration; |
• | whether the principal amount payable will be determined with reference to an index, formula or other method which may be based on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices; |
• | whether the debt securities will be issued as original issue discount securities (as defined below); |
• | the date or dates on which the principal of the debt securities is payable; |
• | any
fixed or variable interest rate or rates per annum or the method or formula for determining an interest rate; |
• | the date from which any interest will accrue; |
• | any interest payment dates; |
• | whether the debt securities are senior or subordinated, and if subordinated, the terms of the subordination; |
• | the price or prices at which the debt securities will be issued,
which may be expressed as a percentage of the aggregate principal amount of those debt securities; |
• | the stated maturity date; |
• | whether the debt securities are to be issued in global form; |
• | any sinking fund requirements; |
• | any provisions for redemption, the redemption price and any remarketing arrangements; |
• | the denominations of the securities or series of securities; |
• | whether
the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies; |
• | any restrictions on the offer, sale and delivery of the debt securities; |
• | the place or places where payments or deliveries on the debt securities will be made and may be presented for registration of transfer or exchange; |
• | whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date; |
• | the
terms, if any, upon which the debt securities are convertible into other securities of ours and the terms and conditions upon which any conversion will be effected, including the initial conversion price or rate, the conversion period and any other provisions in addition to or instead of those described in this prospectus; |
• | a description of any documents or certificates that must be received prior to the issuance of any definitive securities; |
• | whether and under what circumstances additional amounts will be paid to non-U.S. citizens in connection with any tax, assessment or governmental charge and whether securities may be redeemed in lieu of paying such additional
fees; |
• | the identity of each security registrar or paying agent (if other than trustee); |
• | any provisions granting special rights to securities holders upon the occurrence of specified events; |
• |
• | the
portion of the principal amount payable upon the declaration of acceleration of the maturity of any securities; and |
• | any other terms of the debt securities which are not inconsistent with the provisions of the applicable indenture. |
• | the
conversion or exchange price; |
• | the conversion or exchange period; |
• | provisions regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange; |
• | events requiring adjustment to the conversion or exchange price; |
• | provisions affecting conversion or exchange in the event of our redemption of the debt securities; and |
• | any
anti-dilution provisions, if applicable. |
• | default in the payment of any principal or premium or make-whole amount, if any, on the senior debt securities when due; |
• | default
in the payment of any interest or additional amounts on the senior debt securities, when due, which continues for 30 days; |
• | default in the deposit of any sinking fund payment on the senior debt securities when due; |
• | default in the performance or breach of any other obligation contained in the applicable indenture for the benefit of that series of senior debt securities (other than defaults or breaches otherwise specifically addressed), which continues for 90 days after written notice of the default or breach; |
• | specified
events of bankruptcy, insolvency or reorganization; and |
• | any other event of default provided with respect to the senior debt securities of any series. |
• | specified events of bankruptcy, insolvency or reorganization; and |
• | any
other event of default provided with respect to the subordinated debt securities of any series. |
• | in the payment of any amounts due and payable or deliverable under the debt securities of that series; or |
• |
• | that holder previously gives to the indenture trustee written notice of a continuing event of default with respect to debt securities of that series; |
• |
• | the indenture trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the request; and |
• | the
indenture trustee fails to institute the proceeding within 60 days. |
• | change the stated maturity date of the principal of (or premium or make-whole amount, if any, on), or any installment of principal or interest on, any debt security issued under that indenture; |
• | reduce
the principal amount thereof, the rate or amount of interest thereon or any additional amounts payable in respect thereof, or any premium or make-whole amount payable upon the redemption of any debt security issued under that indenture, or change any obligation to pay additional amounts; |
• | reduce the amount of principal of an original issue discount security or make-whole amount, if any, issued under that indenture payable upon acceleration of its maturity or provable in bankruptcy; |
• | change the place or currency of payment of principal of, or any premium, any make-whole amount or additional amounts payable in respect of, or interest on, any debt security issued under that indenture; |
• | impair the right to institute suit for the enforcement of any payment or delivery
on or with respect to any debt security issued under that indenture; |
• |
• | make
any change that adversely affects the right to convert or exchange any security or decrease the conversion or exchange rate or increase the conversion or exchange price. |
• | to evidence the succession of another person to Banc of California, Inc.; |
• | to add to our covenants for the benefit of the holders of all or any series of debt securities; |
• | to add events of default
for the benefit of the holders of all or any series of debt securities; |
• | to change or eliminate any of the provisions of the applicable indenture in respect of any series of debt securities, so long as any such change or elimination will become effective only in respect of any series of securities when there is no outstanding security of that series which is entitled to the benefit of that provision; |
• | to establish the form or terms of debt securities of any series; |
• | to
evidence and provide for the acceptance of appointment by a successor indenture trustee; |
• | to cure any ambiguity, to correct or supplement any provision in the applicable indenture, or to make any other provisions with respect to matters or questions arising under that indenture, so long as the interests of holders of the debt securities of any series are not adversely affected in any material respect by the actions taken to cure, correct or supplement a provision in an indenture; |
• | to
conform the text of the indenture or the debt securities to this description of debt securities or the description of debt securities in an applicable prospectus supplement; |
• | to secure securities; |
• | to provide for conversion or exchange rights of the holders of the debt securities of any series to enable those holders to convert or exchange those securities into or for other securities; |
• |
• | to supplement any of the provisions of an indenture as is necessary to permit or facilitate the defeasance or discharge of any series of securities under specified provisions of the indenture, provided that any such action shall not adversely affect the interests of the holders
of the securities of such series or any other series of securities under the indenture in any material respect. |
• | there shall be no minimum quorum requirement for such meeting; and |
• | the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture. |
(i) | the resulting entity, if other than Banc of California, Inc., is an entity organized and existing under the laws of the United States of America or any U.S. state or the District of Colombia and expressly assumes our obligations to: (1) pay or deliver the principal and any premium or make-whole amount, if any, and any interest on, the debt securities; and (2) perform and observe all of our other obligations under the indentures
and supplemental indentures; and |
(ii) | immediately after giving effect to the transaction, no event of default under the indenture shall have occurred and be continuing. |
(1) | depositing
irrevocably with the indenture trustee an amount, which through the payment of interest, principal or premium, if any, will provide an amount sufficient to pay the entire amount of the debt securities: |
• | in the case of debt securities denominated in U.S. dollars, of U.S. dollars or U.S. government obligations; |
• | in the case of debt securities denominated in a foreign currency, of money in that foreign currency or foreign government obligations of the foreign government or governments issuing that foreign currency; or |
• | a
combination of money and U.S. government obligations or foreign government obligations, as applicable; |
(2) | delivering: |
• | an opinion of independent counsel that the holders of the debt securities of that series will have no federal income tax consequences as a result of that deposit and termination; |
• | an opinion of independent counsel that registration is not required under the Investment Company Act of 1940; |
• | an
opinion of counsel as to certain other matters; |
• | officers’ certificates certifying as to compliance with the indenture and other matters; and |
(3) | paying all other amounts due under the indenture. |
• | there is a default with respect to any senior debt which permits the holders of that senior debt to accelerate the maturity of the senior debt; and |
• | the default is the subject of judicial proceedings or we receive notice of the default from an authorized person under the subordinated indenture. |
(i) | all
indebtedness and obligations of, or guaranteed or assumed by, Banc of California, Inc. that are (a) for borrowed money, (b) evidenced by bonds, debentures, notes or other similar instruments, or (c) deferred obligations for the payment of the purchase price of property or assets; |
(ii) | obligations of Banc of California, Inc. that are similar to those in clause (i) and arise from off-balance sheet guarantees and direct credit substitutes; |
(iii) |
(iv) | all
amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations described in any of the preceding clauses (i), (ii) and (iii). |
• | 450,000,000
shares of common stock, par value $.01 per share; and |
• | 50,000,000 shares of preferred stock, par value $.01 per share. |
• | the designation of the series of preferred stock and the number of shares
offered; |
• | the amount of liquidation preference per share, if any; |
• | the price at which the preferred stock will be issued; |
• | the dividend rate, or method of calculation, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to cumulate; |
• | any listing of
the preferred stock being offered on any securities exchange or other securities market; |
• | any voting rights; |
• | any redemption or sinking fund provisions; |
• | any conversion provisions; |
• | whether interests in the preferred stock being offered will be represented by depositary shares; and |
• | any
other specific terms of the preferred stock being offered. |
• | senior
to all classes of common stock and all other equity securities issued by us the terms of which specifically provide that the equity securities will rank junior to the preferred stock (referred to as the “junior securities”); |
• | equally with all equity securities issued by us the terms of which specifically provide that the equity securities will rank equally with the preferred stock (referred to as the “parity securities”); and |
• | junior to all equity securities issued by us the terms of which specifically provide that the equity securities will rank senior to the preferred stock. |
• | all of the shares of the preferred stock deposited with the preferred stock depositary have been withdrawn, redeemed, converted or exchanged; or |
• | there has been a final distribution in respect of the deposited preferred stock in connection with our liquidation, dissolution or winding up. |
• | whether the purchase contracts obligate the holder to purchase or sell, or both purchase and sell, our debt securities, common stock, preferred stock, depositary shares or other securities, as applicable, and the nature and amount of each of those securities, or method of determining those amounts; |
• | whether the purchase contracts
are to be prepaid or not; |
• | whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock or preferred stock; |
• | any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; |
• | United States federal
income tax considerations relevant to the purchase contracts; and |
• | whether the purchase contracts will be issued in fully registered or global form. |
• | the offering price; |
• | the type and number of securities and, as applicable, its or their designation or terms, or other property purchasable upon exercise of the warrants and the price and/or manner of exercise of the warrants; |
• | the date on which the right to exercise the warrants shall commence and the date on which such right shall expire; |
• | the
circumstances, if any, under which the exercise price payable and the number or type of securities or other property purchasable upon exercise of the warrants may be adjusted and the nature of those adjustments; and |
• | any other terms of the warrants. |
• | the record date for determining security holders entitled to the rights distribution; |
• | the
number of rights issued and the number of shares of common stock or other securities that may be purchased upon exercise of the rights; |
• | the exercise price of the rights; |
• | the steps required to exercise the rights; |
• | the date on which the rights will become effective and the date on which the rights will expire; |
• | whether the rights will include oversubscription
rights, so that the holder may purchase more securities if other holders do not purchase their full allotments; |
• | whether we intend to sell the shares of common stock or other securities that are not purchased in the offering to an underwriter or other purchaser under a contractual standby commitment or other arrangement; and |
• | our ability to withdraw or terminate the rights offering prior to the expiration date of the rights. |
• | the
designation and the terms of the units and of any combination of the securities constituting the units, including whether and under what circumstances those securities may be held or traded separately; |
• | any additional terms of the agreement governing the units; |
• | any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities constituting the units; and |
• | whether the units will be issued in fully registered form. |
• | through underwriters or dealers; |
• | through
agents; |
• | in “at the market” offerings, within the meaning of Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), to or through a market maker or into an existing trading market on an exchange or otherwise; |
• | directly to purchasers or to a single purchaser; |
• | directly to our stockholders, including as a dividend or distribution or in a subscription rights offering; or |
• | through
a combination of any of these methods of sale. |
This ‘424B7’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/1/24 | |||
2/29/24 | 10-K | |||
12/31/23 | 10-K | |||
12/1/23 | 8-K, S-8, SC 13D | |||
11/30/23 | 3, 4, 8-A12B, CERT | |||
7/25/23 | 425, 8-K | |||
3/7/23 | S-3ASR | |||
12/31/22 | 10-K, ABS-15G, ARS | |||
12/31/21 | 10-K, ABS-15G, DEF 14A | |||
10/30/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Banc of California, Inc. 10-K 12/31/23 178:41M Workiva Inc Wde… FA01/FA 3/31/23 Banc of California, Inc. DEF 14A 3/30/23 12:57M 2/27/23 Banc of California, Inc. 10-K 12/31/22 174:31M 2/23/23 Banc of California, Inc. 8-K:5,9 2/23/23 12:240K 2/13/23 Banc of California, Inc. 8-K:8,9 2/13/23 12:237K 5/23/14 Banc of California, Inc. 8-A12B 1:21K SEC Connect |