{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-055744","form_type":"8-K","ticker":"BANC","cik":"0001169770","company_name":"BANC OF CALIFORNIA, INC.","filed_at":"2023-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.404738+00:00","generated_at":"2026-06-07T19:11:07.106455+00:00","sec_items":["1.01","3.02","2.01","2.03","3.03","4.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Banc of California completes PacWest merger; $400M equity raise, ~78.8M shares issued","bullets":["Merger consideration: 0.6569 BANC shares per PACW share; total ~78.8M BANC shares issued.","Issued ~21.7M common and ~10.8M non-voting shares to Warburg/Centerbridge for $400M at $12.30/share.","Warrants issued to purchase up to ~18.9M shares at $15.375; mandatory exercise trigger at $24.60.","Assumed $539M in subordinated notes from PacWest with weighted avg rate 7.98%.","Auditor changed from EY to KPMG due to non-audit services for PacWest; KPMG expected Dec 4."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-055744","json":"https://secwatch.observer/filing/0001140361-23-055744.json","markdown":"https://secwatch.observer/filing/0001140361-23-055744.md","text":"https://secwatch.observer/filing/0001140361-23-055744.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/ny20014593x6_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T19:11:07.106455+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"274f87f35f36440b33aee5a43be8a6a0171fa3db","claim":"BANC OF CALIFORNIA, INC. engaged KPMG LLP as its auditor.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"KPMG LLP"}],"fact_type":"auditor_change"},{"claim_id":"911b22328af0b3634fade9631a19de66f14a06c8","claim":"Ernst & Young LLP resigned as auditor of BANC OF CALIFORNIA, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"resignation"},{"label":"Auditor","value":"Ernst & Young LLP"},{"label":"Successor","value":"KPMG LLP"}],"fact_type":"auditor_change"},{"claim_id":"4c603dd61dc2e6ed189f947782b028b2f8a8728e","claim":"BANC OF CALIFORNIA, INC. incurred debt of $539,040,000 of subordinated notes at weighted average interest rate of 7.98%.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Principal","value":"$539,040,000 of subordinated notes"},{"label":"Rate","value":"weighted average interest rate of 7.98%"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"0bad13a32a","claim":"Monica Sparks was appointed as Executive Vice President and Chief Accounting Officer at BANC OF CALIFORNIA, INC..","evidence_excerpt":"Monica Sparks, age 44, was appointed as Executive Vice President and Chief Accounting Officer on and effective as of December 1, 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President and Chief Accounting Officer"}],"fact_type":"executive_change"},{"claim_id":"173dbc2bb2","claim":"Bonnie G. 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Sznewajs (the “ Retiring Directors ”) retired from the Banc of California Board effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f02554a7db","claim":"Robert D. Sznewajs retired as Director at BANC OF CALIFORNIA, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f187518c7c","claim":"Raymond Rindone changed role as Chief Accounting Officer at BANC OF CALIFORNIA, INC..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"step down"},{"label":"Role","value":"Chief Accounting Officer"}],"fact_type":"executive_change"},{"claim_id":"fdcfe7f313","claim":"John M. Eggemeyer, III was appointed as Director at BANC OF CALIFORNIA, INC..","evidence_excerpt":"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. 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The Articles of Amendment became effective on November 30, 2023.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-11-30"}],"fact_type":"governance_change"},{"claim_id":"b8d7fe8a3309817a6ad383aa0766e33f418f9aa5","claim":"BANC OF CALIFORNIA, INC. completed an acquisition involving PacWest Bancorp for 0.6569 of a share of Banc of California Common Stock per share of PacWest Common Stock (closed 2023-11-30).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"PacWest Bancorp"},{"label":"Consideration","value":"0.6569 of a share of Banc of California Common Stock per share of PacWest Common Stock"},{"label":"Closing","value":"2023-11-30"}],"fact_type":"ma_transaction"},{"claim_id":"ee797ada1d0fa6324c79125a023bf93c41ccbe8f","claim":"BANC OF CALIFORNIA, INC. completed a disposition involving PacWest Bancorp (merged into Banc of California) (closed 2023-12-01).","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm","confidence":0.7,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"PacWest Bancorp (merged into Banc of California)"},{"label":"Closing","value":"2023-12-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). 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