UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 6, 2026
(Exact name of registrant as specified in its charter)
|
|
|
|
||
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (855 ) 361-2262
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol
|
Name of each exchange
on which registered
|
||
|
|
|
|
||
|
|
|
|
|
Item 8.01.
|
Other Events.
|
On March 2, 2026, Banc of California, Inc. (the “Company”) filed a new universal shelf registration statement on Form S-3 (File No.
333-293930) (the “2026 Registration Statement”), with the Securities and Exchange Commission (the “SEC”), which became immediately effective upon filing and which replaced the Company’s universal shelf registration statement on Form S-3 (File No.
333-270328) that was filed with the SEC on March 7, 2023 (the “2023 Registration Statement”). In connection with filing the 2026 Registration Statement, on March 6, 2026, the Company also filed a prospectus supplement (the “Resale Prospectus”),
relating to the resale from time to time by certain selling stockholders of shares of the Company’s voting common stock that were previously covered by a prospectus supplement filed by the Company with the SEC on March 1, 2024 under the 2023
Registration Statement. The Resale Prospectus was filed pursuant to the requirements of the Registration Rights Agreement, dated as of November 30, 2023, between the Company and certain selling stockholders, which requires the Company to keep a shelf
registration statement available for so long as registrable securities remain outstanding.
Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of a legal opinion relating to the Resale Prospectus, which is
incorporated by reference into the 2026 Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit
No. |
Description of Exhibit
|
|
|
Opinion of Silver, Freedman, Taff & Tiernan LLP.
|
||
|
Consent of Silver, Freedman, Taff & Tiernan LLP, included in the opinion filed as Exhibit 5.1.
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
BANC OF CALIFORNIA, INC.
|
||
|
Date: March 6, 2026
|
||
| /s/ Ido Dotan | ||
|
Ido Dotan
|
||
|
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
|
Exhibit 5.1
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
March 6, 2026
Banc of California, Inc.
11611 San Vicente Boulevard, Suite 500
Los Angeles, California 90049
Ladies and Gentlemen:
As special Maryland counsel to Banc of California, Inc., a Maryland corporation (the “Company”), we refer to the Registration Statement on
Form S‑3 (File No. 333-293930) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 2, 2026, the base
prospectus included therein dated March 2, 2026 (the “Base Prospectus”) and the prospectus supplement dated March 6, 2026 to the Base Prospectus (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Prospectus
Supplement relates to the potential resale from time to time by the selling stockholders identified in the Prospectus Supplement of up to 20,323,171 shares of the Company’s voting common stock, par value $0.01 per share (the “Voting Common Stock”),
consisting of: (i) 2,640,244 shares (the “Existing Shares”) of Voting Common Stock held by affiliates of funds managed by Warburg Pincus LLC (the “Warburg Investors”); (ii) 3,048,780 shares (the “Centerbridge Warrant Shares”) of Voting Common Stock
issuable upon the exercise of a warrant (the “Centerbridge Warrant”) issued to certain investment vehicles sponsored, managed or advised by Centerbridge Partners, L.P. and its affiliates (the “Centerbridge Investor”); and (iii) 14,634,147 shares (the
“Warburg Warrant Conversion Shares”) of Voting Common Stock issuable upon the conversion of shares (the “Warburg Warrant Shares”) of the Company’s non-voting common equivalent stock, par value $0.01 per share (the “Non-Voting Common Equivalent
Stock”), issuable upon the exercise of warrants issued to the Warburg Investors (the “Warburg Warrants”).
In connection with the rendering of the opinion set forth below, we have examined originals or copies of: (i) the Registration Statement;
(ii) the Prospectus; (iii) the charter and bylaws of the Company as currently in effect; (iv) the Investment Agreement, dated as of July 25, 2023, between the Company and the Warburg Investors; (v) the Investment Agreement, dated as of July 25, 2023,
between the Company and the Centerbridge Investor; (vi) the Registration Rights Agreement, dated as of November 30, 2023, by and among the Company, the Warburg Investors and the Centerbridge Investor; (vii) the Warburg Warrants; (viii) the
Centerbridge Warrant; (ix) resolutions adopted by the Company’s Board of Directors and committees thereof; and (x) such other documents, agreements, records, instruments, certificates of public officials and certificates of officers or other
representatives of the Company or others as we have deemed necessary or appropriate for purposes of and as a basis for rendering the opinion set forth below.
Banc of California, Inc.
March 6, 2026
Page 2
In our examination, we have: (i) assumed the genuineness of all signatures and the authenticity of all documents submitted to us as
originals; (ii) assumed the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies; and (iii) assumed and relied upon the truth, accuracy and
completeness (without independent investigation or verification) of the information, representations, warranties and statements contained in the documents, agreements, records, instruments and certificates we have reviewed. We have further assumed
that all persons, other than the Company, had, have or will have all requisite power and authority to execute and deliver all documents, agreements, records, instruments and certificates examined by us and have also assumed the due authorization by
all requisite action by such persons, other than the Company, and the due execution and delivery by such persons, other than the Company, of all such documents, agreements, records, instruments and certificates and the validity and binding effect
thereof. In addition, we have assumed for purposes of opinion paragraphs 2 and 3 below that upon the exercise of the Centerbridge Warrant and the Warburg Warrants, the Company has received payment of the exercise price for the Centerbridge Warrant
Shares and the Warburg Warrant Shares in accordance with the terms of the Centerbridge Warrant and the Warburg Warrants, respectively.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. |
The Existing Shares are validly issued, fully paid and non-assessable.
|
| 2. |
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.
|
| 3. |
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.
|
In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation
Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date hereof. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in
circumstances, laws or events that may occur after the date hereof or to otherwise update this opinion.
We hereby consent to the inclusion of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on March 6, 2026 and the
incorporation by reference of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit thereby that we are included in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. The opinion expressed herein is a matter of professional judgment and is not a guarantee of
result.
|
Very truly yours,
|
|
|
/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
|
|
|
SILVER, FREEDMAN, TAFF & TIERNAN LLP
|