HANMI FINANCIAL CORPORATION (NASDAQ:HAFC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 and is hereby incorporated herein by reference in
response to this Item.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On March16, 2017, Hanmi Financial Corporation (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Sandler ONeill Partners, L.P., as representative
of the underwriters named therein (the Underwriters), to issue
and sell $100million aggregate principal amount of its 5.45%
Fixed-to-Floating
Rate Subordinated Notes due 2027 (the Notes), at a public
offering price equal to 50% of the aggregate principal amount of
the Notes. The offering of the Notes closed on March21,
2017.
The estimated net
proceeds from the offering of the Notes were approximately
$97.7million, after deducting underwriting discounts and
estimated offering expenses. The Company intends to use the net
proceeds of the offering for general corporate purposes, which
may include advances to Hanmi Bank, its subsidiary bank, to
finance the banks activities.
The Underwriting
Agreement includes customary representations, warranties and
covenants, including an agreement to indemnify the Underwriters
against certain liabilities.
The Notes were
offered to the Companys Registration Statement on Form S-3 (File
No.333-216668) and
a related prospectus, including a prospectus supplement, filed
with the Securities and Exchange Commission (the
SEC).
Indenture
The terms of the Notes are
governed by the Subordinated Indenture, dated as of March21, 2017
(the Base Indenture) between the Company and Wilmington Trust,
National Association, as trustee (the Trustee), as supplemented
by the First Supplemental Indenture, dated as of March21, 2017
(the Supplemental Indenture and the Base Indenture, as so
supplemented, the Indenture), between the Company and the
Trustee.
The Notes will mature on
March30, 2027 (the Maturity Date). From and including the date of
issuance, but excluding March30, 2022, the Notes will bear
interest at an initial fixed rate of 5.45% per annum, payable
semi-annually on March30 and September30 of each year, commencing
September30, 2017. From and including March30, 2022 and
thereafter, the Notes will bear interest at a floating rate equal
to the then-current three-month LIBOR as calculated on each
applicable date of determination, plus 3.315% payable quarterly.
If the then-current three-month LIBOR is less than zero,
three-month LIBOR will be deemed to be zero.
The Notes are unsecured
subordinated obligations of the Company. There is no sinking fund
for the Notes. The Notes are subordinated in right of payment to
the payment of the Companys existing and future senior
indebtedness, including all of its general creditors, and they
are structurally subordinated to all of the Companys subsidiaries
existing and future indebtedness and other obligations. The Notes
will not be savings accounts, deposits or other obligations
of
the Companys subsidiary bank,
Hanmi Bank, or any of the Companys non-bank subsidiaries and will
not be insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality.
The Company may, beginning with the interest payment date of
March30, 2022 and on any interest payment date thereafter, redeem
the Notes. The form of the Notes is attached as Exhibit A to the
Supplemental Indenture.
The above descriptions of the
Underwriting Agreement, the Indenture and the Notes do not
purport to be complete and are qualified in their entirety by
reference to the Underwriting Agreement, the Base Indenture and
the Supplemental Indenture (including the form of the Notes
attached to the Supplemental Indenture as Exhibit A), attached as
Exhibits 1.1, 4.1, 4.2 and 4.3 hereto, respectively, and
incorporated herein by reference.
| Item9.01. | FinancialStatementsandExhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of March16, 2017, by and between Hanmi Financial Corporation and Sandler ONeill Partners, L.P., as representative of the several underwriters named therein. |
|
| 4.1 |
Subordinated Indenture, dated as of March21, 2017, by and between Hanmi Financial Corporation and Wilmington Trust, National Association, as Trustee. |
|
| 4.2 |
First Supplemental Indenture, dated as of March21, 2017, by and between Hanmi Financial Corporation and Wilmington Trust, National Association, as Trustee. |
|
| 4.3 |
Form of 5.45% Fixed-to-Floating Rate Subordinated Notes due 2027 (included in Exhibit 4.2). |
|
| 5.1 |
Opinion Letter of Skadden, Arps, Slate, Meagher Flom LLP regarding the validity of the Notes. |
|
| 23.1 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP (included in Exhibit 5.1). |
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About HANMI FINANCIAL CORPORATION (NASDAQ:HAFC)
Hanmi Financial Corporation is the holding company for Hanmi Bank (the Bank). The Bank is a community bank conducting general business banking, with its primary market encompassing the Korean-American community, as well as other ethnic communities across California, Colorado, Georgia, Illinois, New York, Texas, Virginia and Washington. The Bank’s client base reflects the multi-ethnic composition of these communities. The Bank maintains a branch network of over 40 full-service branch offices in California, Illinois, New Jersey, New York, Texas and Virginia, and loan production offices in California, Colorado, Texas, Virginia and Washington State. Its lending activities include real estate loans (commercial property, construction and residential property), commercial and industrial loans (commercial term loans, commercial lines of credit and international), and consumer loans and small business administration (SBA) loans. Its revenues are derived from interest and fees on its loans. HANMI FINANCIAL CORPORATION (NASDAQ:HAFC) Recent Trading Information
HANMI FINANCIAL CORPORATION (NASDAQ:HAFC) closed its last trading session down -1.85 at 29.70 with 86,603 shares trading hands.
