UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2015
BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35522 | 04-3639825 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employee Identification No.) |
| 18500 Von Karman Avenue, Suite 1100, Irvine, California | 92612 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (855) 361-2262
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Banc of California, National Association (the “Bank”), a wholly owned subsidiary of Banc of California, Inc., entered into an Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of June 10, 2015 (the “Amendment”) with VF Outdoor, Inc., a Delaware corporation (the “Buyer”) which amends the Purchase and Sale Agreement and Joint Escrow Instructions dated May 19, 2015 by and between the Bank and the Buyer (the “Agreement”), pursuant to which the Buyer has agreed to purchase from the Bank the real property and improvements thereon located at 1588 South Coast Drive in the City of Costa Mesa (commonly known as 3300 Hyland Avenue, Costa Mesa, California 92626), in the County of Orange, California (the “Property”).
The Amendment provides an extension of the Buyer’s due diligence period and title approval period from June 10, 2015 to Monday, June 15, 2015 at 5:00pm Pacific Daylight Time (the “Extended Due Diligence Period”) for (i) due diligence investigations on HVAC and mechanical systems and roof systems; and (ii) examination of title and survey.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Following execution of the Amendment, the Buyer did not submit a notice of disapproval or a Conditional Approval Notice (as defined in the Agreement) prior to the end of the Extended Due Diligence Period. Accordingly, pursuant to the terms of the Agreement, as amended by the Amendment, the Buyer has been deemed to have approved the results of its due diligence investigation of the Property and its review of title and survey, and increased the escrow deposit to $1,000,000 on June 16, 2015.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including, among others, the following: (1) the occurrence of any event, change, development or other circumstances that could prevent or materially delay the closing of the transactions described herein or give rise to the termination of the agreement to sell the Property; (2) the Company’s costs, fees, expenses and charges related to the agreements to the sale of the Property, including without limitation any agreed upon repairs or improvements to the Property, could be greater than expected and the transactions could take longer and be more difficult than expected; and (3) other risks described in other documents the Company files with or furnishes to the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
The following financial statements and exhibits are filed as part of this report:
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description |
|
| 10.1 | Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated June 10, 2015, by and between Banc of California, National Association and VF Outdoor, Inc., a Delaware corporation. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANC OF CALIFORNIA, INC. | ||||||
| Date: June 16, 2015 | By: |
/s/ John C. Grosvenor |
||||
| John C. Grosvenor | ||||||
| Executive Vice President and General Counsel | ||||||
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EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 10.1 | Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated June 10, 2015, by and between Banc of California, National Association. and VF Outdoor, Inc., a Delaware corporation. | |
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Exhibit 10.1
AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“ Amendment ”) is entered into as of the 10th day of June, 2015, by and between BANC OF CALIFORNIA, a National Association Successor-in-interest to The Private Bank of California, a California corporation (“ Seller ”) and VF OUTDOOR, INC., a Delaware corporation (“ Buyer ”). Buyer and Seller are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated for reference purposes as of May 19, 2015, with an Effective Date of May 22, 2015 (the “ Purchase Agreement ”), related to the purchase and sale of real property more particularly described in the Purchase Agreement (the “ Property ”); and
WHEREAS, Buyer and Seller desire to amend certain terms of the Purchase Agreement pursuant to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
1. Capitalized Terms . Initially capitalized terms used but not otherwise defined herein shall have the meanings respectively given to such terms in the Purchase Agreement.
2. Extension of Due Diligence Period for Certain Due Diligence Investigations . The Due Diligence Period shall be extended from Wednesday, June 10, 2015 until Monday, June 15, 2015, 5:00 p.m. Pacific Daylight Time for the following due diligence investigations only (collectively, “ Buyer’s Reserved Due Diligence Investigations ”): HVAC and mechanical systems and roof systems.
3. Extension of Buyer’s Examination of Title and Survey . The Title Approval Period for Buyer’s examination of title and survey shall be extended from Wednesday, June 10, 2015 until Monday, June 15, 2015, 5:00 p.m. Pacific Daylight Time.
4. Buyer’s Unconditional Approval Notice . Except with respect to Buyer’s Reserved Due Diligence Investigations and Buyer’s right to review and approve or disapprove Buyer’s examination of title and survey matters with respect to the Property, this Amendment shall serve as Buyer’s Unconditional Approval Notice in connection with all other due diligence matters and investigations for and related to the purchase of the Property (collectively, the “ Approved Due Diligence Investigations ”). Accordingly, Buyer shall have no further right to terminate the Purchase Agreement pursuant to Sections 4.1.3, 4.1.4, 4.1.5 and 4.2 of the Agreement with respect to the Approved Due Diligence Investigations; provided, however, that nothing herein shall waive (or be deemed to waive) (a) Buyer’s right to terminate the Purchase
1588 South Coast Drive, Costa Mesa, CA –Amendment to PSA
Page 1
Agreement on or before the expiration of the extended Due Diligence Period (i.e., 5:00 p.m. PDT on June 15, 2015) if Buyer disapproves, in its sole and absolute discretion, any aspect of Buyer’s Reserved Due Diligence Investigations, or (b) Buyer’s right to terminate the Purchase Agreement on or before the expiration of the extended Title Approval Period (i.e., 5:00 p.m. PDT on June 15, 2015) if Buyer disapproves, in its sole and absolute discretion, any aspect of Buyer’s examination of title and survey matters with respect to the Property, or (c) any of Buyer’s conditions to Closing expressly set forth in Section 7.1 of the Purchase Agreement, all of which rights shall be retained by Buyer. If Buyer waives the conditions set forth in Section 2 and in Section 3 above of this Amendment, Buyer shall deposit the Additional Deposit with Escrow Holder in accordance with the provisions of Section 2.2.1(b) of the Purchase Agreement (i.e., within one (1) business days following the waiver of Buyer’s Reserved Due Diligence Investigations and examination of title and survey matters).
5. No Other Modification . Except as expressly provided herein, nothing in this Amendment shall alter or affect any provision, condition or covenant contained in the Purchase Agreement, or affect or impair any obligations, rights, powers or remedies of the Parties, it being the intent of the Parties hereto that the provisions of the Purchase Agreement shall continue in full force and effect except as expressly modified herein.
6. Miscellaneous . All of the recitals in this Amendment are hereby incorporated as agreements of the Parties. In the event any inconsistencies exist between the terms of this Amendment and the Purchase Agreement, this Amendment shall control.
7. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the Parties and their legal representatives, successors and permitted assigns pursuant to Section 31 of the Purchase Agreement.
8. Counterparts . This Amendment may be executed and delivered in two or more counterparts (with all counterparts together reflecting the signatures of all parties hereto), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
[Remainder of page intentionally left blank; signatures follow on next page]
1588 South Coast Drive, Costa Mesa, CA –Amendment to PSA
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year aforesaid.
| SELLER: | ||||
|
BANC OF CALIFORNIA, a National Association |
||||
| By: |
/s/ STEVEN SUGARMAN |
|||
| Name: | Steven Sugarman | |||
| Title: | President and Chief Executive Officer | |||
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
SIGNATURE PAGE TO AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
1588 South Coast Drive, Costa Mesa, CA – Amendment to PSA
| BUYER: | ||
| VF OUTDOOR, INC., | ||
| a Delaware corporation | ||
| By: |
/s/ JENNIFER SIM |
|
| Name: | Jennifer Sim | |
| Title: | Vice President and General Counsel | |
[END OF SIGNATURES]
SIGNATURE PAGE TO AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
1588 South Coast Drive, Costa Mesa, CA - Amendment to PSA