---
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"
generated_at: "2026-06-07T19:11:07.106455+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Banc of California completes PacWest merger; $400M equity raise, ~78.8M shares issued

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 3.02, 2.01, 2.03, 3.03, 4.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-055744
- JSON: https://secwatch.observer/filing/0001140361-23-055744.json
- Plain text: https://secwatch.observer/filing/0001140361-23-055744.txt

## Key facts
- Auditor Changes
  BANC OF CALIFORNIA, INC. engaged KPMG LLP as its auditor.
  - Action: engagement
  - Auditor: KPMG LLP
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Auditor Changes
  Ernst & Young LLP resigned as auditor of BANC OF CALIFORNIA, INC..
  - Action: resignation
  - Auditor: Ernst & Young LLP
  - Successor: KPMG LLP
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Debt Financings
  BANC OF CALIFORNIA, INC. incurred debt of $539,040,000 of subordinated notes at weighted average interest rate of 7.98%.
  - Principal: $539,040,000 of subordinated notes
  - Rate: weighted average interest rate of 7.98%
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Monica Sparks was appointed as Executive Vice President and Chief Accounting Officer at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Executive Vice President and Chief Accounting Officer
  source text: Monica Sparks, age 44, was appointed as Executive Vice President and Chief Accounting Officer on and effective as of December 1, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Bonnie G. Hill retired as Director at BANC OF CALIFORNIA, INC..
  - Action: retired
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Paul R. Burke was appointed as Director at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Susan E. Lester was appointed as Director at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Todd Schell was appointed as Director at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Director
  source text: Todd Schell, designated by the Warburg Investors, was appointed to serve as a director of Banc of California, pursuant to the Warburg Investment Agreement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Jonah F. Schnel retired as Director at BANC OF CALIFORNIA, INC..
  - Action: retired
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  John M. Eggemeyer, III was appointed as Chairman at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Chairman
  source text: John M. Eggemeyer, III was appointed as the Chairman of the Banc of California Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Denis P. Kalscheur retired as Director at BANC OF CALIFORNIA, INC..
  - Action: retired
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Robert D. Sznewajs retired as Director at BANC OF CALIFORNIA, INC..
  - Action: retired
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  Raymond Rindone changed role as Chief Accounting Officer at BANC OF CALIFORNIA, INC..
  - Action: step down
  - Role: Chief Accounting Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Executive change
  John M. Eggemeyer, III was appointed as Director at BANC OF CALIFORNIA, INC..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- Governance Changes
  BANC OF CALIFORNIA, INC.: Amended Section F of Article 6 of the Banc of California Charter to exempt Warburg Investors and affiliates from certain provisions (effective 2023-11-30).
  - Change: charter amendment
  - Effective: 2023-11-30
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- M&A Transactions
  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).
  - Action: acquisition
  - Counterparty: PacWest Bancorp
  - Consideration: 0.6569 of a share of Banc of California Common Stock per share of PacWest Common Stock
  - Closing: 2023-11-30
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm
- M&A Transactions
  BANC OF CALIFORNIA, INC. completed a disposition involving PacWest Bancorp (merged into Banc of California) (closed 2023-12-01).
  - Action: disposition
  - Counterparty: PacWest Bancorp (merged into Banc of California)
  - Closing: 2023-12-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1169770/000114036123055744/0001140361-23-055744-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.