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SEC Company Response from BANC OF CALIFORNIA, (BANC) — May 3, 2013

BANC OF CALIFORNIA, INC.
Date: May 3, 2013 · CIK: 0001169770 · Accession: 0001193125-13-198672

AI Filing Summary & Sentiment

File numbers found in text: 333-185869

Date
May 3, 2013
Author
By
Form
CORRESP
Company
BANC OF CALIFORNIA, INC.

Letter

Division of Corporation Finance Attention: Mark S. Webb RE: First PacTrust Bancorp, Inc. Registration Statement on Form S-4 File No. 333-185869

Dear Mr. Webb:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, First PacTrust Bancorp, Inc. (“First PacTrust”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-185869) (the “Registration Statement”) so that it may become effective at 4:00 p.m., Eastern time, on Friday, May 3, 2013, or as soon as possible thereafter.

In connection with this request, First PacTrust acknowledges the following:

1. Should the U.S. Securities and Exchange Commission (the “Commission”) or the Staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

2. The action of the Commission or the Staff, acting pursuant to delegated authority in declaring the registration statement effective, does not relieve First PacTrust from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

3. First PacTrust may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Per our conversations with the Staff, First PacTrust represents that all remaining blanks in the proxy statement/prospectus will be filled in as part of the definitive proxy statement/prospectus filed with the Commission and mailed to PBOC shareholders.

Please contact Matthew M. Guest at (212) 403-1341 or Edward J. Lee at (212) 403-1155 of Wachtell, Lipton, Rosen & Katz with any questions you may have concerning this request, and please notify either of them when this request for acceleration has been granted.

Sincerely,
First PacTrust Bancorp, Inc.

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 First PacTrust Bancorp, Inc.

18500 Von Karman Avenue, Suite 1100

 Irvine, California 92612

 May 3, 2013

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mark S. Webb

RE:
First PacTrust Bancorp, Inc.

Registration Statement on Form S-4

File No. 333-185869

 Dear Mr. Webb:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, First PacTrust Bancorp, Inc.
(“First PacTrust”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-185869) (the “Registration Statement”) so that it may become effective at 4:00 p.m.,
Eastern time, on Friday, May 3, 2013, or as soon as possible thereafter.

 In connection with this request, First PacTrust
acknowledges the following:

 1. Should the U.S. Securities and Exchange Commission (the “Commission”) or the
Staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement.

 2. The action of the Commission or the Staff, acting pursuant to delegated authority in
declaring the registration statement effective, does not relieve First PacTrust from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

3. First PacTrust may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 Per our conversations with the Staff, First
PacTrust represents that all remaining blanks in the proxy statement/prospectus will be filled in as part of the definitive proxy statement/prospectus filed with the Commission and mailed to PBOC shareholders.

Please contact Matthew M. Guest at (212) 403-1341 or Edward J. Lee at (212) 403-1155 of Wachtell, Lipton, Rosen & Katz with any
questions you may have concerning this request, and please notify either of them when this request for acceleration has been granted.

Sincerely,

First PacTrust Bancorp, Inc.

By:

/s/ John C. Grosvenor

John C. Grosvenor

Executive Vice President and General Counsel