SecProbe.io

Mail Stop 4720
December 13, 2016

Mr. Steven A. Sugarman
Chairman, President and Chief Executive Officer
Banc of California, Inc.
18500  Von Karman Avenue , Suite 11 00
Irvine, California 92612

Re: Banc of California, Inc.
  Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 18 , 2016
Form 10-Q for Fiscal Quarter Ended June 30 , 2016
Filed August 4, 2016
Form 8 -K Filed October 19, 2016
File No.  001-35522

Dear Mr. Sugarman :

We have limited our review  of your filing  to the financial statements and related
disclosures an d have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to th is comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your re sponse.

After reviewing your response to this comment , we may have additional comments.

Form 8 -K filed October 19, 2016
Exhibit 99.2

1. You entered into alternative energy partnerships during the third quarter ended
September 30, 2016, which resulte d in an increase in noninterest expenses and the
recognition of income tax benefits. So that investors may have a better understanding of
these new investment s, please tell us and revise in future filings  to address the following:

 The nature and terms of the alternative energy partnerships entered into as well a s the
company’s future plans for entering into these types of investment partnerships;

Mr. Steven A. Sugarman
Banc of California, Inc.
December 13, 2016
Page 2

  The accounting literature followed to recognize noninterest expenses and income tax
bene fits;
 The funding commitments under these investment partnerships; and
 The reasons the company has no credit exposure  under these partnerships .

2. You disclose that you entered into a new “flow through” agreement on agency
originations during the quarter ended September 30, 2016, to reduce the volatility from
mortgage servicing rights.  Please tell us how the volatility of your mortgage servicing
rights will be reduced  and the expected impact on operating performance as a result of
this new “flow through” agreement .
Form 10 -Q for Fiscal Quarter Ended June 30, 2016

Notes to Co nsolidated Financial Statements

Note 2 – Asset Sale and Subsidiary Sale Transactions, page 13
3. Please tell us how you determined the gain of $3.7 million on the sale of the Palisades
Group to the Chief Executive Officer and Chief Investment Officer of the Palisades
Group .  Please also tell us how you determined that the $5 million note receivable d ue in
2018 from the sale of the Palisades Group was collectible given the total assets of $4.5
million and negative net assets of $540,000 of the Palisades Group.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Marc Thomas, Senior Sta ff Accountant, at (202) 551 -3452 , or me at
(202) 551 -3752  with any questions.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Brach Chief
       Office of Financial Services