BANC OF CALIFORNIA, INC. (BANC): auditor change — Banc of California completes PacWest merger; $400M equity raise, ~78.8M shares issued

PacWest’s independent registered public accounting firm, KPMG LLP, is expected to be appointed on December 4, 2023 to audit the financial statements of Banc of California for the year ended December 31, 2023, as authorized by the Banc of California Board.

The independent registered public accounting firm previously engaged by Banc of California, Ernst & Young LLP (" E&Y "), has resigned because it is no longer independent as a result of the merger with PacWest from having performed certain non-audit services for PacWest during the year ended December 31, 2023.

On the Closing Date, in connection with the Closing, Banc of California assumed PacWest’s obligations with respect to an aggregate principal amount of $539,040,000 of subordinated notes, which were issued or previously assumed through mergers by PacWest as issuer or guarantor

Monica Sparks, age 44, was appointed as Executive Vice President and Chief Accounting Officer on and effective as of December 1, 2023.

Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the “ Retiring Directors ”) retired from the Banc of California Board effective as of the Effective Time.

the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester

the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester

Todd Schell, designated by the Warburg Investors, was appointed to serve as a director of Banc of California, pursuant to the Warburg Investment Agreement

Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the “ Retiring Directors ”) retired from the Banc of California Board effective as of the Effective Time.

John M. Eggemeyer, III was appointed as the Chairman of the Banc of California Board.

Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the “ Retiring Directors ”) retired from the Banc of California Board effective as of the Effective Time.

Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the “ Retiring Directors ”) retired from the Banc of California Board effective as of the Effective Time.

As of December 1, 2023, Raymond Rindone, Executive Vice President, Chief Accounting Officer and Deputy Chief Financial Officer, will step down from his role as Chief Accountin

the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester

The Articles of Amendment amended Section F of Article 6 of the Banc of California Charter in a manner to exempt the Warburg Investors and their affiliates (but not any other stockholder of Banc of California) from the application of Section F of Article 6 (other than paragraph 4 thereof, which deals mainly with the quorum requirement for meetings of Banc of California stockholders) of the Banc of California Charter. The Articles of Amendment became effective on November 30, 2023.

of PacWest (“ PacWest Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.6569 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of Banc of California (“ Banc of California Common Stock ” and such consideration, the “ Merger

Effective as of December 1, 2023, Banc of California, National Association, a national banking association and a wholly-owned subsidiary of Banc of California (the “ Bank ”), merged with and into PacWest Bank (the “ Bank Merger ”)