FIRST HAWAIIAN,INC. (NASDAQ:FHB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On May7, 2018, First Hawaiian,Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with BNP Paribas and BancWest Corporation (the “Selling Stockholder”), a subsidiary of BNP Paribas, to which the Company acquired from the Selling Stockholder 2,968,069shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Direct Share Repurchase”). to the Share Repurchase Agreement, the per share purchase price paid by the Company was equal to $27.56, the same per share purchase price paid by the underwriters to the Selling Stockholder in connection with a registered public offering of shares of the Common Stock of the Company by the Selling Stockholder (the “Offering”) as described in a prospectus supplement, dated May8, 2018, filed with the Securities and Exchange Commission on May10, 2018. The Direct Share Repurchase was completed on May10, 2018 for an aggregate purchase price of approximately $81.8 million.
The Share Repurchase Agreement is attached hereto as Exhibit10.1 and is hereby incorporated by reference into this Item 1.01.
Item 1.01 Other Events.
Concurrently with the Direct Share Repurchase, on May10, 2018, the Selling Stockholder completed the sale of 15,300,000 shares of Common Stock of the Company in the Offering.
In connection with the Offering, the Company entered into an Underwriting Agreement, dated May8, 2018 (the “Underwriting Agreement”), by and among the Company, BNP Paribas, the Selling Stockholder, Goldman Sachs& Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC. to the Underwriting Agreement, the Selling Stockholder has granted the underwriters an option to purchase up to an additional 1,530,000 shares of Common Stock at the per share public offering price less the underwriting discount, within 30days from the date of the Underwriting Agreement.
The Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K. Exhibits 1.1. and 5.1 contained in Item 1.01 hereof are hereby incorporated by reference into the Registration Statement (File No.333-224745) to which the Offering has been registered with the Securities and Exchange Commission.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
ExhibitNo. |
Description |
1.1 |
Underwriting Agreement, dated May8, 2018, by and among the Company, BNP Paribas, BancWest Corporation, Goldman Sachs& Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC. |
5.1 |
Opinion of Sullivan& Cromwell LLP. |
10.1 |
Share Repurchase Agreement, dated as of May7, 2018, among BNP Paribas, BancWest Corporation and the Company. |