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United States securities and exchange commission logo
September 20, 2023
Jared M. Wolff
Chairman, President and Chief Executive Officer
Banc of California, Inc.
3 MacArthur Place
Santa Ana, California 92707-7704
Re:Banc of California, Inc.
Registration Statement on Form S-4
Filed August 28, 2023
File No. 333-274245
Dear Jared M. Wolff:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary, page 16
1.Consider including organizational charts depicting the entities and changes in ownership
and board representation before and after the consummation of the transaction and
investment agreement with Warburg and Centerbridge.
2.We note disclosure in the Form S-4, investor presentation and elsewhere that BANC and
PACW shall cooperate to identify certain pools of assets to be disposed of in a balance
sheet repositioning. For example, we note the risk factor on page 37 stating that the
success of the merger will depend, in part, on the ability of BANC and PACW to dispose
certain assets in the planned balance sheet repositioning. We also note the page 26
disclosure about reimbursement provisions. Please revise the Summary to provide
expanded disclosure explaining the key elements of the planned balance sheet

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 Comapany NameBanc of California, Inc.
 September 20, 2023 Page 2
 FirstName LastNameJared M. Wolff
Banc of California, Inc.
September 20, 2023
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repositioning, including assets identified for disposal, the approximate dollar value of such
assets, the timing of such disposal, etc. Please also address planned repayment of "$13
billion of BANC and PACW wholesale borrowings by closing," as referenced on page
105.
Risk Factors, page 34
3.Please include a risk factor addressing PACW shareholders receiving an implied value per
share less than the value of the shares at the time of the announcement.
4.We note statements referring readers to Exchange Act reports BANC and PACW "may
file with the SEC after the date of this joint proxy statement/prospectus." With a view to
clarifying disclosure where appropriate, including on pages 34 and 201, please advise us if
you intend to incorporate by reference filings by PACW.
Background of the Mergers and the Investments, page 71
5.Please revise and expand your background discussion to provide more detailed disclosure
regarding key negotiation considerations and how they changed over time. Currently, the
background disclosure references negotiation topics without providing details or
explaining their significance or how they may have changed before being reflected in the
proposed initial business combination. Please identify the key negotiation considerations
as well as how and why material terms were revised over time. As non-exclusive
examples, we note that:
•On June 12 PACW was no longer in active discussions with any party; however, you
state that on June 16 Messrs. Wolff and Taylor communicated "to further discuss a
potential transaction." It is unclear when the parties began negotiations. In this
regard, you also state that Mr. Wolff had discussions in mid-June regarding
"restarting negotiations."
•Messrs. Wolf and Taylor exchanged "ideas on certain aspects" of a transaction on or
about June 16; however, you do not identify the ideas or aspects;
•The parties discussed "various topics related to the proposed transaction, including
the exchange ratio, closing conditions, regulatory matters, governance matters..." But
you do not identify the subject matter for each topic or the initial terms that were
discussed;
•BANC's LOI proposed that BANC would procure $350 million of equity financing;
however, you do not clarify PACW's response to the proposal, when and why the
financing increased to $400 million, or the extent to which the equity investors
participated in the negotiations of the exchange ratio and other terms;
•On or after June 29, the parties discussed "a framework for establishing the 'at
market' fixed exchange ratio, additional details regarding the governance and
management of the combined company..." But you do not explain what framework
was discussed or whether the parties discussed specific ratios and related values;
•At the same meeting, the parties discussed the disposition of "certain assets" in
connection with the planned repositioning; however, you do not clarify which party

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 Comapany NameBanc of California, Inc.
 September 20, 2023 Page 3
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Banc of California, Inc.
September 20, 2023
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proposed dispositions or what framework was discussed for the disposition of assets.
In this regard, it appears from the investor presentation and disclosure on page 40
about repositioning "to minimize capital and liquidity risk of the combined company"
that the parties may have negotiated specific assets for disposal. Please revise the
background to identify the assets and address any such negotiations; and
•"Certain compensation matters" were discussed on July 20; however, you do not
identify the matters or how they evolved to to be part of the final proposed
transaction.

Additionally, ensure your disclosure is clear about the persons materially involved in
negotiations or meetings or other activities. For example, where you refer to the "board of
directors" or "management," please clarify which members of the board were in
attendance or indicate that the entire board was present, if true.
6.We note that the management of BANC and PACW engaged in reviews and discussions
of long-term strategies and objectives, including transactions with other financial
institutions. In particular, you state on page 73 that two parties expressed interest in an all
cash transaction and received draft forms of definitive documentation, but discussions
concluded due to each party's inability to commit or procure the required capital. It is
unclear if the parties could not agree to the consideration amount, the extent to which
financing needed to be assured, or otherwise. Please further clarify any letters of intent or
similar agreements with such potential target companies. Please clarify why the board of
PACW decided to pursue the merger with BANC instead of these transactions and expand
the background section to explain why both BANC and PACW chose to do this merger at
this time, as opposed to other merger opportunities or other strategic options in the past.
PACW's Reasons for the Mergers; Recommendation of the PACW Board of Directors, page 80
7.We note that a number of the implied values of PACW addressed by PSC fall outside the
range or actual value offered to shareholders. As non-exclusive examples, we note the
negative amounts in the table on page 93 regarding transaction price per share, the
relatively larger implied ownership percentages suggested by the table on page 94, and the
comparable larger company contribution to the board on page 98. Please state whether the
board considered these factors in arriving at its recommendation.
Opinion of BANC's Financial Advisor, page 82
8.The fourth bullet point on page 83 indicates that JPM reviewed and relied upon the
estimated amount and timing of the cost savings, defined as "Synergies." Please reconcile
with the statement at the top of page 84, which states that JPM "expresses no view as to
such analyses or forecasts (including the Synergies)." Similarly, please reconcile for the
PSC disclosures addressing projections but stating on page 92 that PSC "expressed no
opinion as to such projections."
9.If material please revise to clarify the "certain aspects of the mergers" on page 83 and

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 Comapany NameBanc of California, Inc.
 September 20, 2023 Page 4
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Banc of California, Inc.
September 20, 2023
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"certain merger adjustments" on page 84.
Opinion of PACW's Financial Advisor, page 90
10.Please revise to clarify how the discount rates were determined, including the inputs and
assumptions underlying the different discount rates used. For example, it is unclear why
the discount rate for PACW is 15% to 20%, and the rate for BANC is 8% to 12%.
11.If material please revise to clarify the "certain adjustments" for current expected credit
losses referenced on page 100.
Contribution Analysis, page 94
12.We note your tabular presentation disclosing the relative contribution of PACW and
BANC to the combined company. Please include a discussion of what these measures
(e.g., Adjusted Tangible Common Equity – Inclusive of Loan Fair Value, Most Recent
Quarter Core Net Income to Common, etc.) represent, how they are defined, how they are
used and why they are meaningful to investors. In addition, for any non-GAAP measures,
please revise to include a reconciliation of the non-GAAP measure to the most directly
comparable GAAP financial measure.
13.As it relates to your disclosure in footnote 2 to the table, we note that the Adjusted
Tangible Common Equity – Inclusive of Loan Fair Value measure appears to give effect
to loan fair value marks per PACW and BANC 10-Qs filed May 11, 2023 and May 8,
2023 and assuming a 25% tax rate on loan fair values. Given that it appears the financial
information and measures are based on results from the quarterly period ended June 30,
2023, please tell us why the adjustments to give effect to loan fair value marks are based
on information for the quarterly period ended March 31, 2023.
Certain Unaudited Prospective Financial Information
Certain Street Consensus Estimates for BANC, page 103
14.Please revise to clarify the assumptions underlying the figures provided on page 103,
including net income growth of 7% in 2025, dividend payout ratio of 29% and annual
asset growth of 3% beginning in 2025. Similarly revise page 104 for the projections in the
table under Certain Internal Management Projections for PACW.
The Merger Agreement, page 118
15.We note the statement on page 129 that covenants relate to the disposition by each PACW
and BANC of certain pools of assets. We also note the disclosure on page 40 that neither
BANC's nor PACW's balance sheet repositioning is a condition to consummate the first
merger. Please revise where appropriate to clarify the obligation of the parties to
implement the planned balance sheet repositioning.

 FirstName LastNameJared M. Wolff
 Comapany NameBanc of California, Inc.
 September 20, 2023 Page 5
 FirstName LastName
Jared M. Wolff
Banc of California, Inc.
September 20, 2023
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Combined Company Governance, page 129
16.We note disclosure on page N-26 of PACW’s Risk Appetite Statement setting forth “risk
targets and tolerance ranges.” We also note disclosure on page 96 of the PACW Form 10-
Q for the quarter ended June 30, 2023 regarding monthly measures of interest rate risk
under “pre-established limits" that may result in an adjustment to asset and liability mix.
Please revise to provide a materially complete description of how PACW sought to
manage risks due to changes in interest rates and other material impacts on the registrant’s
operational facts and circumstances, including any management or corporate governance
controls or procedures for identifying and responding to rapid changes in interest rates due
to or as a result of exogenous or unknown factors. For example, please clarify the pre-
established limits and, with a view to disclosure, advise us of the extent to which the
ALCO and/or other relevant committees approved risk profiles that did not conform to
management and board risk tolerances.
17.Additionally, for the combined company, clarify the extent to which such limits employed
by PACW and BANC and other policies and controls are anticipated to change as a result
of planned integration, economic and other developments, or other factors.
18.We note from page 108 that BANC's former Executive Vice President and Chief Risk
Officer terminated employment on June 30, 2023. It appears from the BANC website that
Olivia Lindsay is the current CRO and that Ms. Sullivan terminated employment on June
30, 2023. Please clarify the timing of the transition. Please also disclose the extent to
which PACW and BANC have preliminarily agreed to a post-consummation structure for
board oversight of financial risks, including operational, cybersecurity and other risks.
Conversion Rights, page 150
19.Please advise us of the business reasons for the conversion rights described on page 150,
including the circumstances of a "widespread public distribution."
Material U.S. Federal Income Tax Considerations, page 153
20.We refer you to the second full paragraph on page 154. Please remove the statement
"[a]ssuming the mergers qualify as a 'reorganization,'" as it assumes the conclusion.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 157
21.We note your pro forma presentation includes separate columns depicting transaction
adjustments and financing adjustments. Please revise your disclosures to more clearly
describe and define the activities, transactions given effect to and entities involved within
each of these two categories of adjustments.

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 Comapany NameBanc of California, Inc.
 September 20, 2023 Page 6
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Jared M. Wolff
Banc of California, Inc.
September 20, 2023
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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation, page 165
22.We note your disclosure that one-time direct and incremental transaction costs anticipated
to be incurred prior to, or concurrent with, the closing of the transaction will be expensed
as incurred under ASC 805 and are assumed to be cash settled. Please revise your
disclosures to quantify the amount of one-time direct transactional costs. In addition, tell
us why they are assumed to be cash settled or revise to state if they will, in fact, be cash
settled.
2. Adjustments to the Unaudited Pro Forma Condensed Combined, page 165
23.We note your tabular presentation of the preliminary purchase price allocation, for your
pro forma adjustment (A), on page 166. Please revise your explanatory notes to more
clearly identify and describe the specific inputs and assumptions, for this and any other
relevant pro forma adjustments where significant assumptions were utilized, used in your
preliminary purchase price allocation and your related basis in using them. In addition, tell
us and revise to explain how the amounts, and related adjustment amounts, in this table
reconcile to the adjustment amounts depicted on the pro forma balance sheet on page 159
for the following line items:
•Intangibles;
•Other assets;
•Interest-bearing deposits; and
•Other liabilities.
24.We note your description in footnote 2 to the table, on page 166, that the carrying values
of all other assets and liabilities were assumed preliminarily to approximate fair
value. Please tell us and revise your disclosures to describe what valuation work was
performed over these other assets and other liabilities and how it was determined that
carrying values approximate fair value.
25.We note that your disclosures regarding adjustment (H). Please revise your disclosures to
provide additional details regarding the terms, conditions, entities and other relevant
details of this sale and subsequent pay down of debt. For example, describe, quantify and
clarify whos