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                Skadden, Arps, Slate, Meagher & Flom llp

                ONE MANHATTAN WEST

                NEW YORK, NY 10001

                ________

                TEL: (212) 735-3000

                FAX: (212) 735-2000

                www.skadden.com

                  September 29, 2023

                  VIA EDGAR

                  U.S. Securities and Exchange Commission

                  Division of Corporation Finance

                  Office of Finance

                  100 F Street, NE

                  Washington, DC 20549

                    FIRM/AFFILIATE

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            Attention:

            James Lopez

            Robert Arzonetti

            Robert Klein

            Cara Lubit

            Re:

            Banc of California, Inc.

            Registration Statement on Form S-4

            Filed August 28, 2023

            File No. 333-274245

    Ladies and Gentlemen:

    On behalf of Banc of California, Inc. (“BANC” or the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the
      Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-4 filed on August 28, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is
      filing an amended Registration Statement (the “Amended Registration Statement”) with the Commission through its EDGAR system, reflecting the revisions described in this letter as well as certain other updated information. We have also enclosed
      with the copy of this letter copies of the Amended Registration Statement, which have been marked to show changes from the Registration Statement as originally filed.

    Set forth below are the responses of the Company to the comments of the Staff’s letter to the Company, dated September 20, 2023, relating to the Registration Statement. For convenience of reference, the text of the
      comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
      terms in the Registration Statement.

    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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 128 and 129 of the Amended Registration Statement by adding organizational charts.

            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 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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 26, 74, and 112 of the Amended Registration Statement. The Company respectfully advises the Staff that, although neither BANC’s nor PACW’s
      balance sheet repositioning is a condition to consummate the first merger, BANC and PACW have committed to use reasonable best efforts to enter into agreements to complete the balance sheet repositioning at the best commercially reasonable available
      price. Although there are certain assets identified and plans in place for the potential sales thereof, as disclosed in the Amended Registration Statement, the asset sales are subject to market conditions at the time of such sales.

    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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on page 36 of the Amended Registration Statement.

            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.

    Response: The Company respectfully advises the Staff that PACW has submitted a waiver request to the Staff of PACW’s S-3 ineligibility status and pending the Staff’s decision, the Company has revised its disclosure on page 36 of the Amended
      Registration Statement. The Company respectfully reserves the right to reinsert the incorporation by reference language if the Staff grants such waiver request.

    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 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 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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 75-82 of the Amended Registration Statement.

    The Company respectfully advises the Staff that that the Investors did not participate in the negotiations of the exchange ratio.

            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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on page 77 of the Amended Registration Statement.

    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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on page 86 of the Amended Registration Statement.

    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.”

    Response:  The Company respectfully advises the Staff that the Registration Statement discloses that the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the mergers (defined in the
      Registration Statement as the “Synergies”) were provided to JPM by the management of the Company, and the Registration Statement also discloses that JPM, with the Company’s consent, assumed that the Synergies
      were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of the Company as to the expected future results of operations and financial condition of the Company and PACW. On that basis,
      in performing its financial analysis in connection with the mergers and giving its opinion, JPM assumed the accuracy of the Synergies and did not independently verify or express a view as to the accuracy of such analyses or forecasts or the
      assumptions on which they were based. In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Amended Registration Statement to clarify this point.

            9.

            If material please revise to clarify the “certain aspects of the mergers” on page 83 and “certain merger adjustments” on page 84.

    Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Amended Registration Statement.

    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%.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 106-107 of the Amended Registration Statement.

            11.

            If material please revise to clarify the “certain adjustments” for current expected credit losses referenced on page 100.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on page 107 of the Amended Registration Statement.

    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.

    Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 99 and 113-114 of the Amended Registration Statement.

            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