HOPE BANCORP, INC. (NASDAQ:HOPE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June 7, 2018, Hope Bancorp, Inc. (the “Company”) issued an additional $17.5 million aggregate principal amount of its 2.00% Convertible Senior Notes due 2038 (the “Additional Notes”) to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”) for resale in a private placement to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance was to the Initial Purchaser’s partial exercise of its 30-day over-allotment option granted in the original offering of $200 million aggregate principal amount of the Company’s 2.00% Convertible Senior Notes due 2038 (the “Notes”). The Additional Notes are being issued under the indenture (the “Indenture”) dated as of May 11, 2018 between the Company and U.S. Bank National Association, as trustee, and have identical terms to the Notes. The Indenture and the Notes are each as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2018.
The Company expects to contribute the proceeds of the Additional Notes as additional capital to Bank of Hope, its wholly owned banking subsidiary, to be used by Bank of Hope for general corporate purposes.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
The Company offered and sold the Additional Notes to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchaser to qualified institutional buyers to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchaser in the purchase agreement entered into between the Company and the Initial Purchaser.
The Company does not intend to file a registration statement for the resale of the Additional Notes or any of the Company’s common stock issuable upon conversion of the Additional Notes. Any shares of the Company’s common stock issuable upon conversion of the Additional Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 8.01. Other Events
On June 8, 2018, the Company issued a press release regarding the closing of the offering of the Additional Notes, the use of proceeds from such offering, and the adoption of a trading plan by the Company intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of the Company’s common stock authorized by the Company’s board of directors in connection with the offering.
The full text of the press release is set forth in Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
HOPE BANCORP INC ExhibitEX-99.1 2 hope20180607overallotmenta.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 News ReleaseHOPE BANCORP,…To view the full exhibit click here
About HOPE BANCORP, INC. (NASDAQ:HOPE)
Hope Bancorp, Inc., formerly BBCN Bancorp, Inc., is the holding company of Bank of Hope. Bank of Hope is the regional Korean-American bank in the United States. Bank of Hope operates approximately 85 full-service branches in California, Washington, Texas, Illinois, New York, New Jersey, Virginia, Georgia and Alabama. The Bank also operates small business administration (SBA) loan production offices in Seattle, Denver, Dallas, Atlanta, Northern California, Annandale, Virginia, Portland, Oregon and Fremont, California; residential mortgage loan production offices in California, and a representative office in Seoul, Korea. Bank of Hope specializes in business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and commercial lending, SBA lending and international trade financing. Bank of Hope is a California-chartered bank, and its deposits are insured by the Federal Deposit Insurance Corporation (FDIC).