Washington Federal, Inc. (NASDAQ:WAFD) Files An 8-K Other Events
Item 8.01
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Other Events
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On April 11, 2017, Washington Federal, Inc. (the Company)
announced by joint press release that it had entered into a
definitive merger agreement to acquire Anchor Bancorp (Anchor),
headquartered in Lacey, Washington. The merger agreement calls
for the merger of Anchor with and into the Company, followed by
the merger of Anchors wholly-owned subsidiary, Anchor Bank, a
state-chartered bank, into the Companys wholly-owned subsidiary,
Washington Federal, National Association. A copy of the joint
press release is attached hereto as Exhibit 99.1.
announced by joint press release that it had entered into a
definitive merger agreement to acquire Anchor Bancorp (Anchor),
headquartered in Lacey, Washington. The merger agreement calls
for the merger of Anchor with and into the Company, followed by
the merger of Anchors wholly-owned subsidiary, Anchor Bank, a
state-chartered bank, into the Companys wholly-owned subsidiary,
Washington Federal, National Association. A copy of the joint
press release is attached hereto as Exhibit 99.1.
The foregoing description of the merger agreement is qualified in
its entirety by reference to the full text of the merger
agreement, which is filed as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
its entirety by reference to the full text of the merger
agreement, which is filed as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibits are being furnished herewith:
99.1 Joint press release dated April 11, 2017
99.2 Merger agreement, dated as of April 11, 2017, by and between
Washington Federal, Inc. and Anchor Bancorp
Washington Federal, Inc. and Anchor Bancorp
Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
believe, expect, anticipate, estimate, and intend or future or
conditional verbs such as will, would, should, could, or may.
Forward-looking statements, by their nature, are subject to
risks, uncertainties and contingencies, many of which are
difficult to predict and are generally beyond the control of the
Company, Anchor and the combined company. A number of important
factors could cause actual results to differ materially from
those expressed in, or implied or projected by, such
forward-looking statements. Risks and uncertainties for the
Company, Anchor and the combined company include, but are not
limited to, the following factors: the expected cost savings,
synergies and other financial benefits from the merger might not
be realized within the expected time frames or at all;
governmental approval of the merger may not be obtained or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; conditions to the closing
of the merger may not be satisfied; the shareholders of Anchor
may fail to approve the consummation of the merger; delay in
closing the merger; the integration of the combined company,
including personnel changes/retention, might not proceed as
planned; the combined company might not perform as well as
expected; business disruption following the proposed transaction;
changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
believe, expect, anticipate, estimate, and intend or future or
conditional verbs such as will, would, should, could, or may.
Forward-looking statements, by their nature, are subject to
risks, uncertainties and contingencies, many of which are
difficult to predict and are generally beyond the control of the
Company, Anchor and the combined company. A number of important
factors could cause actual results to differ materially from
those expressed in, or implied or projected by, such
forward-looking statements. Risks and uncertainties for the
Company, Anchor and the combined company include, but are not
limited to, the following factors: the expected cost savings,
synergies and other financial benefits from the merger might not
be realized within the expected time frames or at all;
governmental approval of the merger may not be obtained or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; conditions to the closing
of the merger may not be satisfied; the shareholders of Anchor
may fail to approve the consummation of the merger; delay in
closing the merger; the integration of the combined company,
including personnel changes/retention, might not proceed as
planned; the combined company might not perform as well as
expected; business disruption following the proposed transaction;
changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and
timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with
mergers, acquisitions and divestitures; economic conditions;
the reaction to the transaction of the companies customers,
employees and counterparties; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and
regulatory actions and reforms; and the other risks described
in the Companys and Anchors reports filed with the SEC,
including the Companys Annual Report on Form 10-K for the year
ended September 30, 2016 and Anchors Annual Report on Form 10-K
for the year ended June 30, 2016. All forward-looking
statements included in this Report are based on information
available at the time of the communication. The Company and
Anchor undertake no obligation to revise or publicly release
any revision or update to these forward-looking statements to
reflect new information, future events or circumstances or
otherwise that occur after the date on which such statements
were made.
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with
mergers, acquisitions and divestitures; economic conditions;
the reaction to the transaction of the companies customers,
employees and counterparties; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and
regulatory actions and reforms; and the other risks described
in the Companys and Anchors reports filed with the SEC,
including the Companys Annual Report on Form 10-K for the year
ended September 30, 2016 and Anchors Annual Report on Form 10-K
for the year ended June 30, 2016. All forward-looking
statements included in this Report are based on information
available at the time of the communication. The Company and
Anchor undertake no obligation to revise or publicly release
any revision or update to these forward-looking statements to
reflect new information, future events or circumstances or
otherwise that occur after the date on which such statements
were made.
Additional Information
In connection with the proposed transaction, the Company
intends to file a registration statement on Form S-4 with the
SEC which will contain a proxy statement/prospectus to be
distributed to the shareholders of Anchor in connection with
their vote on the Merger. Each party will also file other
documents regarding the proposed transaction with the SEC.
Before making any voting or investment decision regarding the
transaction, shareholders of Anchor are encouraged to read the
registration statement and any other relevant documents filed
with the SEC, including the proxy statement/prospectus that
will be part of the registration statement, as well as any
amendments or supplements to these documents, when they become
available, because they will contain important information
about the Merger. The final proxy statement/prospectus will be
mailed to shareholders of Anchor. Investors and security
holders will be able to obtain the documents free of charge at
the SECs website, www.sec.gov. In addition, documents filed
with the SEC by the Company will be available free of charge by
accessing the Companys website at
www.washingtonfederal.com>or by writing the Company at 425
Pike Street, Seattle, WA 98101, Attention: Investor Relations
or calling (206) 626-8178, or by writing Anchor at 601 Woodland
Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary
or calling (360) 537-1388.
intends to file a registration statement on Form S-4 with the
SEC which will contain a proxy statement/prospectus to be
distributed to the shareholders of Anchor in connection with
their vote on the Merger. Each party will also file other
documents regarding the proposed transaction with the SEC.
Before making any voting or investment decision regarding the
transaction, shareholders of Anchor are encouraged to read the
registration statement and any other relevant documents filed
with the SEC, including the proxy statement/prospectus that
will be part of the registration statement, as well as any
amendments or supplements to these documents, when they become
available, because they will contain important information
about the Merger. The final proxy statement/prospectus will be
mailed to shareholders of Anchor. Investors and security
holders will be able to obtain the documents free of charge at
the SECs website, www.sec.gov. In addition, documents filed
with the SEC by the Company will be available free of charge by
accessing the Companys website at
www.washingtonfederal.com>or by writing the Company at 425
Pike Street, Seattle, WA 98101, Attention: Investor Relations
or calling (206) 626-8178, or by writing Anchor at 601 Woodland
Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary
or calling (360) 537-1388.
Participants in this Transaction
The Company, Anchor, their directors, executive officers and
certain other persons may be deemed to be participants in the
solicitation of proxies from Anchor shareholders in favor of
the approval of the merger. Information about the directors and
executive officers of the Company and their ownership of
Company stock is included in the proxy statement for its 2017
annual meeting of shareholders, which was filed with the SEC on
December 9, 2016. Information about the directors and executive
officers of Anchor and their ownership of Anchor stock is set
forth in the proxy statement for its 2016 annual meeting of
shareholders, which was filed with the SEC on September 9,
2016, and also will be included in the proxy
statement/prospectus for the merger. Additional information
regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be
obtained by reading the registration statement and the proxy
statement/prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.
certain other persons may be deemed to be participants in the
solicitation of proxies from Anchor shareholders in favor of
the approval of the merger. Information about the directors and
executive officers of the Company and their ownership of
Company stock is included in the proxy statement for its 2017
annual meeting of shareholders, which was filed with the SEC on
December 9, 2016. Information about the directors and executive
officers of Anchor and their ownership of Anchor stock is set
forth in the proxy statement for its 2016 annual meeting of
shareholders, which was filed with the SEC on September 9,
2016, and also will be included in the proxy
statement/prospectus for the merger. Additional information
regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be
obtained by reading the registration statement and the proxy
statement/prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.
About Washington Federal, Inc. (NASDAQ:WAFD)
Washington Federal, Inc. is a bank holding company. The Company conducts its operations through a federally insured national bank subsidiary, Washington Federal, National Association (the Bank). The business of the Bank consists primarily of accepting deposits from the general public and investing these funds in loans of various types, including first lien mortgages on single-family dwellings, construction loans, land acquisition and development loans, loans on multi-family, commercial real estate and other income producing properties, home equity loans and business loans. As of September 30, 2016, Washington Federal had 238 branches located in Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. Through its subsidiaries, the Company is also engaged in real estate investment and insurance brokerage activities. The Bank offers various consumer checking account products, both interest bearing and non-interest bearing, and business checking accounts. Washington Federal, Inc. (NASDAQ:WAFD) Recent Trading Information
Washington Federal, Inc. (NASDAQ:WAFD) closed its last trading session down -0.05 at 32.70 with 682,654 shares trading hands.
