|
Banc of California, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.01 par value per share
|
|
(Title of Class of Securities)
|
|
05990K106
|
|
(CUSIP Number)
|
|
November 7, 2014
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
|
|
o
|
Rule 13d-1(b)
|
|
x
|
Rule 13d-1(c)
|
|
o
|
Rule 13d-1(d)
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 2 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM BOCA Investor, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (2)
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
In its capacity as the direct owner of 3,288,947 shares of common stock, $0.01 par value per share, of the Issuer (“Shares”).
|
|
(2)
|
All calculations of percentage ownership herein are based on a total of 33,221,690 Shares outstanding, consisting of (i) 28,032,743 Shares issued and outstanding as of October 31, 2014, as disclosed on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014 and (ii) an additional 5,188,947 Shares issued pursuant to certain private transactions on November 7, 2014, as disclosed on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2014, and excluding for such purposes Class B non-voting common stock, preferred shares and any Shares underlying options or warrants with respect to the Issuer.
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|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 3 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM FIE, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 4 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the managing member of OCM FIE, LLC.
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 5 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 6 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 7 of 12
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,288,947 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
3,288,947 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,947 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 8 of 12
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
Banc of California, Inc. (the “Issuer”)
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
18500 Von Karman Ave., Suite 1100
Irvine, California 92612
|
||
|
ITEM 2.
|
(a) -(c) Name of Person Filing; Address of Principal Business Office; and Citizenship | |
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
(1) OCM BOCA Investor, LLC, a Delaware limited liability company (“BOCA Investor”), in its capacity as the direct owner of 3,288,947 Shares;
(2) OCM FIE, LLC, a Delaware limited liability company (“FIE”), in its capacity as the manager of BOCA Investor;
(3) Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the managing member of FIE;
(4) Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;
(5) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings, Inc.; and
(6) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the duly elected manager of OCG.
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
|
||
|
(d)
|
Title of Class of Securities:
|
|
|
Common voting shares, $0.01 par value (“Common Stock”)
|
||
|
(e)
|
CUSIP Number: 05990K106
|
|
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
|
|
(a)
|
[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
|
|
(b)
|
[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
|
(c)
|
[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
|
|
(d)
|
[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
|
|
(e)
|
[__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
[__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|
|
(i)
|
[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
|
|
(j)
|
[__] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 9 of 12
|
|
ITEM 4.
|
OWNERSHIP
|
|
The information contained in Items 5-9 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
BOCA Investor is the direct owner of 3,288,947 Shares, constituting 9.9% of the Issuer’s outstanding Common Stock, and has the sole power to vote and dispose of such securities.
FIE, in its capacity as manager of BOCA Investor, has the ability to direct the management of BOCA Investor’s business, including the power to vote and dispose of securities held by BOCA Investor; therefore, FIE may be deemed to beneficially own the securities held by BOCA Investor.
|
|
|
|
Management, in its capacity as the managing member of FIE, has the ability to direct the management of FIE’s business, including the power to vote and dispose of securities held by FIE. Therefore, Management may be deemed to have indirect beneficial ownership of the securities held by BOCA Investor.
Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by BOCA Investor. Therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities held by BOCA Investor.
OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by BOCA Investor; therefore, OCG may be deemed to have indirect beneficial ownership of the securities held by BOCA Investor.
OCGH, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by BOCA Investor; therefore, OCGH may be deemed to have indirect beneficial ownership of the securities held by BOCA Investor.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All calculations of percentage ownership herein are based on a total of 33,221,690 Shares, consisting of (i) 28,032,743 Shares issued and outstanding as of October 31, 2014, as disclosed on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014, and (ii) an additional 5,188,947 Shares issued pursuant to certain private transactions on November 7, 2014, as disclosed on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2014, and excluding for such purposes Class B non-voting common stock, preferred shares and any Shares underlying options or warrants with respect to the Issuer.
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 10 of 12
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
|
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
Not applicable
|
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
Not applicable.
|
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
Not applicable.
|
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
|
Not applicable.
|
|
|
ITEM 10.
|
CERTIFICATIONS.
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing of influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 11 of 12
|
|
OCM BOCA INVESTOR, LLC
|
||
|
By:
|
OCM FIE, LLC
|
|
|
Its:
|
Manager
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OCM FIE, LLC
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE HOLDINGS, INC.
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
CUSIP No. 05990K106
|
SCHEDULE 13G |
Page 12 of 12
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OCM BOCA INVESTOR, LLC
|
||
|
By:
|
OCM FIE, LLC
|
|
|
Its:
|
Manager
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OCM FIE, LLC
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE HOLDINGS, INC.
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Assistant Vice President
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
Name:
|
Lisa Arakaki
|
|
|
Title:
|
Managing Director
|
|