Hope Bancorp Inc SC TO-I/A, filed May 15, 2023
Hope Bancorp Inc (HOPE)
SC TO-I/A
2023-05-15
View Original
Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
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. 2 (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, as amended by Amendment No. 1 on May 5, 2023 (as amended, 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, 2023, as amended by the Amendment dated May 5, 2023 to Company Notice (as amended, 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 the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Schedule TO and the Put Option Documents.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The Put Option expired at 12:00 p.m. midnight, New York City time on May 12, 2023 (the “Expiration Date”), and the Notes were repurchased on May 15, 2023. The Company has been advised by U.S. Bank Trust Company, National Association, its paying agent, that pursuant to the terms of the Company Notice, $197,107,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn as of the Expiration Date. The Company has accepted all of the surrendered Notes for repurchase pursuant to the terms of the Company Notice. After giving effect to the repurchase pursuant to the Put Option, $444,000 aggregate principal amount of Notes remains outstanding.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description of Exhibit | |||||||
| (a)(5)(C) | ||||||||
* 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 15, 2023 | By: | /s/ Kevin S. Kim | |||||||||
| Kevin S. Kim | |||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||
Exhibit (a)(5)(C)
News Release
HOPE BANCORP ANNOUNCES COMPLETION OF 2.00% CONVERTIBLE SENIOR NOTES REPURCHASE PURSUANT TO CONTRACTUAL PUT RIGHT
LOS ANGELES – May 15, 2023 - Hope Bancorp, Inc. (the “Company”) (NASDAQ: HOPE) announced today that 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, expired at 12:00 midnight New York City time on May 12, 2023, and the Notes were repurchased on May 15, 2023.
At the expiration of the Optional Put, $197,107,000 aggregate principal amount of Notes were validly surrendered and not validly withdrawn, and as such were repurchased by the Company on May 15, 2023. The repurchase of the Notes was funded by the Company’s available cash. After giving effect to the repurchase pursuant to the Optional Put, $444,000 aggregate principal amount of Notes remains outstanding.
About Hope Bancorp, Inc.
Hope Bancorp, Inc. 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 on 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 herein.
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, subsequent Quarterly Reports on Form 10-Q, and other documents we file with the Securities and Exchange Commission from time to time. 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.
Contact:
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 | ||||