Caliber Home Loans, Inc. entered into an agreement to acquire specified assets of bank home loan division and certain mortgage servicing rights from Banc of California, N.A. for approximately $100 million on February 28, 2017. Under the terms of the agreement, Caliber Home Loans will acquire specified assets of bank home loan division for $67.7 million and will purchase mortgage servicing rights on approximately $3.8 billion in unpaid balances of conventional agency mortgages for $36 million. For the assets of the bank home loan division, Banc of California will receive $25 million cash premium payment, in addition to the net book value of certain assets acquired by Caliber Home Loans, totaling $2.7 million upon closing of the transaction. Banc of California, N.A. may receive up to an additional $5 million cash premium based on criteria tied to loan officer retention by Caliber Home Loans. Additionally, Banc of California, N.A. will receive an earn-out, payable quarterly, based on the future performance of the bank home loan business over the 38 months following completion of the transaction. Caliber Home Loans, Inc. retains an option to buyout the future earn-out payable to Banc of California in exchange for cash consideration of $35 million. The sale of the assets of bank home loan division is subject customary conditions, including the accuracy of customary representations and warranties of, Caliber Home Loans, Inc. and Banc of California, N.A. and is expected to close on March 30, 2017. David Sandler, Adam Keefer, James Burkett & Whitney Quackenbush of Sandler O'Neill + Partners, L.P. acted as the financial advisor to Banc of California, N.A. Sidley Austin LLP acted as legal advisor to Caliber Home Loans and Morrison & Foerster LLP acted as legal advisors to Banc of California.