BANC OF CALIFORNIA, INC. (a Maryland corporation) 5,150,000 Shares of Common Stock, $.01 Par Value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2014 • Banc of California, Inc. • National commercial banks • New York
Banc of California, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), to issue and sell to the Underwriters, acting severally and not jointly, an aggregate of 5,150,000 shares of voting common stock, $.01 par value per share, of the Company (the “Firm Securities”), and, at the election of the Representative, up to an additional 772,500 shares of voting common stock, $.01 par value per share, of the Company (the “Additional Securities” and, together with the Firm Securities, the “Securities”). The shares of voting common stock, $.01 par value per share, of the Company to be outstanding after giving effect
BANC OF CALIFORNIA, INC., U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of May 21, 2014Purchase Contract Agreement • May 21st, 2014 • Banc of California, Inc. • National commercial banks • New York
PURCHASE CONTRACT AGREEMENT, dated as of May 21, 2014, among BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as purchase contract agent (the “Purchase Contract Agent”), and U.S. BANK NATIONAL ASSOCIATION, acting as Trustee under the Indenture (as defined herein).
BANC OF CALIFORNIA, INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of May 21, 2014 Supplement to Indenture of Banc of California, Inc. dated as of May 21, 2014Banc of California, Inc. • May 21st, 2014 • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2014 (this “First Supplemental Indenture”), between BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company,” which term includes any successor as permitted in accordance with the terms of the Indenture hereafter referred to), and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture, dated as of May 21, 2014, between the Company and the Trustee (the “Base Indenture,” and the Base Indenture, as supplemented by this First Supplemental Indenture, the “Indenture”).
BANC OF CALIFORNIA, INC. (a Maryland corporation) 1,200,000 Tangible Equity Units PURCHASE AGREEMENTBanc of California, Inc. • May 21st, 2014 • National commercial banks • New York
Banc of California, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) with respect to (i) the sale by the Company and the purchase by Merrill Lynch of the number of tangible equity units of the Company (“Tangible Equity Units”) set forth in Schedule A hereto and (ii) the grant by the Company to Merrill Lynch of the option described in Section 2(a) hereof to purchase all or any part of 180,000 additional Tangible Equity Units. The aforesaid 1,200,000 Tangible Equity Units (the “Firm Securities”) to be purchased by Merrill Lynch and all or any part of the 180,000 Tangible Equity Units subject to the option described in Section 2(a) hereof (the “Additional Securities”) are herein called, collectively, the “Securities.” Each Security has a stated amount of $50 (the “Stated Amount”) and consists of (1) a pre-paid stock purchase contract (each, a “Purchase Contract”) under which the holder has purcha
