Hope Bancorp Inc SC TO-I/A, filed May 5, 2023
Hope Bancorp Inc (HOPE)
SC TO-I/A
2023-05-05
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Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HOPE BANCORP, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
2.00% Convertible Senior Notes due 2038
(Title of Class of Securities)
43940TAB5
(CUSIP Number of Class of Securities)
Angelee J. Harris
General Counsel and Secretary
3200 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90010
(213) 639-1700
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Jordan E. Hamburger, Esq.
Sheppard, Mullin, Richter & Hampton LLP
1901 Avenue of the Stars, Suite 1600
Los Angeles, CA 90067
(310) 228-3700
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
☐ Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ Third-party tender offer subject to Rule 14d-1.
☒ Issuer tender offer subject to Rule 13e-4.
☐ Going-private transaction subject to Rule 13e-3.
☐ Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Introductory Statement
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by Hope Bancorp, Inc. (the “Company”) on April 17, 2023 (the “Schedule TO”) relating to the right of each holder (the “Holder”) of the Company’s 2.00% Convertible Senior Notes due 2038 (the “Notes”) to sell, and the obligation of the Company to purchase, the Notes (the “Put Option”) as set forth in the Repurchase Notice of 2.00% Convertible Senior Notes due 2038, dated April 17, 2018 (the “Company Notice”), and the related notice materials filed as exhibits to the Schedule TO (which Company Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Put Option Documents”).
This Amendment is being filed to amend and supplement the Schedule TO and Company Notice to reflect an extension of the date on which Holders may exercise the Put Option from 5:00 p.m. New York City time on May 11, 2023 to 12:00 midnight New York City time at the end of the day on May 12, 2023, and to incorporate certain other updates.
The Schedule TO, and all information set forth in the Company Notice, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Only those Items amended are reported in this Amendment. Except as provided herein, the information contained in the Schedule TO, the Company Notice and the other Put Option Documents remains unchanged. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Company Notice.
Items 1. through 9.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Option Documents is incorporated by reference into this Schedule TO.
All references in the Schedule TO, the Company Notice and the other Put Option Documents to the Put Option expiring on 5:00 p.m. New York City time on May 11, 2023 are hereby amended to extend such date until 12:00 midnight New York City time at the end of the day on May 12, 2023.
The Amendment to the Company Notice and press release announcing the extension of the time period to exercise the Put Option are attached hereto as Exhibit (a)(1)(B) and Exhibit (a)(5)(B), respectively, and are incorporated herein by reference.
Item 12(a). Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| (a)(1)(B) | ||||||||
| (a)(5)(B) | ||||||||
* Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HOPE BANCORP, INC. | |||||||||||
| Date: May 5, 2023 | By: | /s/ Kevin S. Kim | |||||||||
| Kevin S. Kim | |||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||
Exhibit (a)(1)(B)
May 5, 2023
AMENDMENT TO
REPURCHASE NOTICE OF NOTES PURSUANT TO OPTIONAL PUT OF HOLDERS
Hope Bancorp, Inc. (the “Company”)
2.00% Convertible Senior Notes due 2038 (the “Notes”)
CUSIP NUMBER 43940TAB5
Reference is hereby made to the Company’s Repurchase Notice, dated April 17, 2023 (the “Company Notice”), pursuant to which notice was given as required by Section 16.01(c) of that certain Indenture, dated as of May 11, 2018 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee and paying agent (the “Trustee” or “Paying Agent”) that each holder (each a “Holder,” and collectively, the “Holders”) of Notes shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof that is a multiple of $1,000 principal amount (the “Optional Put”) on May 15, 2023 (the “Optional Repurchase Date”) in cash at a repurchase price (the “Repurchase Price”) of 100% of the principal amount of the Notes being repurchased with any accrued and unpaid interest owed on the Notes as of the Optional Repurchase Date paid to the Holders of record on the Regular Record Date of May 1, 2023, subject to the terms and conditions of the Indenture, the Notes, the Company Notice and the related notice materials (as amended and supplemented from time to time, collectively, the “Put Option Documents”). All capitalized terms used but not specifically defined in this Amendment to Company Notice (this “Notice Amendment”) shall have the meanings given to such terms in the Company Notice.
The Company is extending the time period to exercise the Optional Put (the “Expiration Date”) to 12:00 midnight New York City time at the end of the day on Friday, May 12, 2023. The time period to exercise the Optional Put was originally set to expire at 5:00 p.m. New York City time on May 11, 2023. The period that Holders have to exercise the Optional Put will not be further extended, unless we are required to do so by applicable law (including, but not limited to, the federal securities laws).
We are not providing for procedures for tenders of Notes to be made by guaranteed delivery. Accordingly, you must allow sufficient time for the necessary tender procedures to be completed during the normal business hours of DTC on or prior to the Expiration Date. If you hold your Notes through a broker, dealer, commercial bank, trust company or other nominee, you should keep in mind that such entity may require you to take action with respect to the Optional Put a number of days before the Expiration Date in order for such entity to tender Notes on your behalf at or prior to the Expiration Date. Tenders not completed at or prior to the end of the Expiration Date will be disregarded and of no effect.
Address and Email of Trustee and Paying Agent
Regular Mail, Registered & Certified Mail, or Courier:
U.S. Bank Global Corporate Trust Services
111 E Fillmore Ave, St. Paul, MN 55107
Corporate Trust Support & Operations
EP-MN-WS1P
cts.specfinance@usbank.com
Except for the extension of the Expiration Date, all of the terms of the Optional Put set forth in the Put Option Documents remain unchanged.
In order to exercise the Optional Put, a Holder must follow the procedures contained in the Put Option Documents. The right of Holders to surrender their Notes for repurchase pursuant to the Optional Put, or to validly withdraw Notes previously surrendered, expires on the Expiration Date. Notes repurchased by exercise of the Optional Put will be retired.
Below are the high and low bid quotations for the Notes for each quarter during the past two years, which was sourced from the Bloomberg Valuation Service:
| Start | End | Quarter | Low($) | High ($) | ||||||||||
| 01/01/23 | 03/31/23 | Q1 2023 | 95.937 | 99.645 | ||||||||||
| 10/01/22 | 12/31/22 | Q4 2023 | 96.897 | 98.362 | ||||||||||
| 07/01/22 | 09/30/22 | Q3 2022 | 96.889 | 98.48 | ||||||||||
| 04/01/22 | 06/30/22 | Q2 2022 | 96.958 | 99.914 | ||||||||||
| 01/01/22 | 03/31/22 | Q1 2022 | 97.375 | 100.379 | ||||||||||
| 10/01/21 | 12/31/21 | Q4 2021 | 96.941 | 99.696 | ||||||||||
| 07/01/21 | 09/30/21 | Q3 2021 | 95.508 | 99.006 | ||||||||||
| 04/01/21 | 06/30/21 | Q2 2021 | 97.871 | 100.844 | ||||||||||
| 01/01/21 | 03/31/21 | Q1 2021 | 91.203 | 99.484 | ||||||||||
The filing person of the Tender Offer Statement on Schedule TO, first filed with the U.S. Securities and Exchange Commission April 17, 2023 (as amended, “Schedule TO”), is the subject company, Hope Bancorp, Inc. The Company’s business address is 3200 Wilshire Boulevard, Suite 1400, Los Angeles, CA 90010 and its business phone number is (213) 639-1700. The Company’s directors and executive officers as of the date of this Notice Amendment are set forth on Annex A.
Contact Information
If you have questions, please contact the Paying Agent at cts.specfinance@usbank.com.
2
No person has been authorized to give any information or to make any representation other than those contained in the Company Notice and this Notice Amendment and, if given or made, such information or representations must not be relied upon as having been authorized. You should not assume that the information contained in the Company Notice and this Notice Amendment is accurate as of any date other than the date on the front of the Company Notice and this Notice Amendment, respectively. The Company Notice and this Notice Amendment do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of the Company Notice and this Notice Amendment shall not under any circumstances create any implication that the information contained in the Company Notice and this Notice Amendment is current as of any time subsequent to the date of such information. None of the Company, its board of directors, or its officers is making any representation or recommendation to any Holder as to whether or not to exercise the Optional Put. You should consult your financial and tax advisors and must make your own decision as to whether to exercise the Optional Put and, if so, the principal amount of Notes for which the Optional Put should be exercised.
3
Annex A
Board of Directors and Executive Officers
The following tables set forth the names of each member of the Company’s board of directors and each of the Company’s executive officers:
| Name | Position | ||||
| Kevin S. Kim | Chairman, President and Chief Executive Officer | ||||
| Julianna Balicka | Chief Financial Officer | ||||
| Jason K. Kim | Western Regional President | ||||
| Kyu S. Kim | Eastern Regional President | ||||
| Peter J. Koh | Chief Operating Officer | ||||
| Thomas P. Stenger | Chief Risk Officer | ||||
| Scott Yoon-Suk Whang | Lead Independent Director | ||||
| Steven S. Koh | Honorary Chairman | ||||
| Jinho Doo | Director | ||||
| Donald D. Byun | Director | ||||
| Daisy Y. Ha | Director | ||||
| Joon Kyung Kim | Director | ||||
| William J. Lewis | Director | ||||
| David P. Malone | Director | ||||
| Lisa K. Pai | Director | ||||
| Mary E. Thigpen | Director | ||||
| Dale S. Zuehls | Director | ||||
The business address of each person set forth above is 3200 Wilshire Boulevard, Suite 1400, Los Angeles, CA 90010.
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Exhibit (a)(5)(B)
News Release
HOPE BANCORP ANNOUNCES EXTENSION OF TIME PERIOD TO EXERCISE CONTRACTUAL PUT RIGHT OF 2.00% CONVERTIBLE SENIOR NOTES
LOS ANGELES - May 5, 2023 - Hope Bancorp, Inc. (the “Company”) (NASDAQ: HOPE) announced today that it has extended the expiration time for the previously announced right of holders of its 2.00% Convertible Senior Notes due 2038 (CUSIP NUMBER 43940TAB5) (the “Notes”) to surrender their Notes for repurchase by the Company for cash pursuant to their option (the “Optional Put”) under the Indenture (the “Indenture”), dated as of May 11, 2018, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee and paying agent (the “Trustee” or “Paying Agent”). The opportunity to exercise the Optional Put, or validly withdraw Notes previously surrendered, now expires at 12:00 midnight New York City time at the end of the day on May 12, 2023 (the “Expiration Date”). The Optional Put was originally set to expire at 5:00p.m. New York City time on May 11, 2023. Except for the extension of the time period to exercise the Optional Put, all of the terms of the Optional Put remain unchanged.
In order to exercise the Optional Put and receive the repurchase price therefor, a holder must surrender the Notes for repurchase through the transmittal procedures of the Depository Trust Company (“DTC”).
The Company is not providing for procedures for tenders of Notes to be made by guaranteed delivery. Accordingly, you must allow sufficient time for the necessary tender procedures to be completed during the normal business hours of DTC on or prior to the Expiration Date. If you hold your Notes through a broker, dealer, commercial bank, trust company or other nominee, you should keep in mind that such entity may require you to take action with respect to the Optional Put a number of days before the Expiration Date in order for such entity to tender Notes on your behalf at or prior to the end of the Expiration Date.
U.S. Bank Trust Company, National Association is the trustee and Paying Agent with respect to the Notes. Its address and email are:
Regular Mail, Registered & Certified Mail, or Courier:
U.S. Bank Global Corporate Trust Services
111 E Fillmore Ave, St. Paul, MN 55107
Corporate Trust Support & Operations
EP-MN-WS1P
cts.specfinance@usbank.com
This press release is for information only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities of the Company. The repurchase of the Notes will only be pursuant to, and the Notes may be surrendered only in accordance with, the Indenture and the repurchase notice dated April 17, 2023, as amended on May 5, 2023.
None of the Company, its Board of Directors or its officers is making any representation or recommendation to any holder of the Notes as to whether to exercise the Optional Put. Beneficial owners and holders of the Notes should consult with their own financial and tax advisors and must make their own decision as to whether to exercise the Optional Put and, if so, the principal amount of Notes for which the Optional Put should be exercised.
(more)
2-2-2 NASDAQ: HOPE
About Hope Bancorp, Inc.
Hope Bancorp, Inc. (NASDAQ: HOPE) is the holding company of Bank of Hope, the first and only super regional Korean American bank in the United States with $20.6 billion in total assets as of March 31, 2023. Headquartered in Los Angeles and serving a multi-ethnic population of customers across the nation, Bank of Hope operates 53 full-service branches in California, Washington, Texas, Illinois, New York, New Jersey, Virginia, Alabama, and Georgia. Bank of Hope also operates SBA loan production offices in Seattle, Denver, Dallas, Atlanta, Portland, New York City, Northern California and Houston; commercial loan production offices in Northern California, Seattle and Tampa, Fla.; residential mortgage loan production offices in Southern California; and a representative office in Seoul, Korea. Bank of Hope specializes in core 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 FDIC to the extent provided by law. Bank of Hope is an Equal Opportunity Lender. For additional information, please go to bankofhope.com. None of the information on or hyperlinked from the Company’s website is incorporated by reference.
Forward-Looking Statements
Some statements in this news release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the business environment in which we operate, projections of future performance, perceived opportunities in the market and statements regarding our business strategies, objectives and vision. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. With respect to any such forward-looking statements, the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties. The Company’s actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in any forward-looking statements. The risks and uncertainties include, but are not limited to: possible further deterioration in economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; the failure of or changes to assumptions and estimates underlying the Company’s allowances for credit losses; and regulatory risks associated with current and future regulations. For additional information concerning these and other risk factors, see the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
Contacts:
Julianna Balicka EVP & Chief Financial Officer 213-235-3235 julianna.balicka@bankofhope.com | Angie Yang SVP, Director of Investor Relations & Corporate Communications 213-251-2219 angie.yang@bankofhope.com | ||||