Hope Bancorp Inc SC TO-I, filed Apr 17, 2023
Hope Bancorp Inc (HOPE)
SC TO-I
2023-04-17
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Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
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
As required pursuant to the terms of and subject to the conditions set forth in the Indenture, dated as of May 11, 2018, between Hope Bancorp, Inc. (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”), relating to the Company’s 2.00% Convertible Senior Notes due 2038 (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each holder (“Holder”) of the Notes to sell and the obligation of the Company to purchase the Notes, as set forth in the Company Repurchase Notice to the Holders of 2.00% Convertible Senior Notes due 2038, dated April 17, 2023, attached as exhibit (a)(1)(i) hereto (the “Company Repurchase Notice”), and the related notice materials filed as exhibits to this Schedule TO (which Company Repurchase Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Put Option Documents”).
This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
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.
Item 10. Financial Statements
Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company believes that its financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration to be paid to Holders surrendering Notes consists solely of cash, (ii) the offer is not subject to any financing conditions, (iii) the Put Option applies to all outstanding Notes and (iv) the Company is a public reporting company that files reports electronically through EDGAR.
Item 11. Additional Information
Not applicable.
Item 12(a). Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| (a)(1)(i)* | ||||||||
| (a)(5)(i)* | ||||||||
| (b) | None. | |||||||
| (d)(1) | ||||||||
| (d)(2) | ||||||||
| (g) | None. | |||||||
| (h) | None. | |||||||
* Filed herewith.
Item 12(b). Filing Fee Exhibit
Item 13. Information Required by Schedule 13E-3
Not Applicable.
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: April 17, 2023 | By: | /s/ Kevin S. Kim | |||||||||
| Kevin S. Kim | |||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||
Exhibit (a)(1)(i)
April 17, 2023
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
NOTICE (this “Company Notice”) is hereby given pursuant to Section 16.01(c) of that certain Indenture dated as of May 11, 2018 (the “Indenture”). No representation is made as to the correctness of the above referenced CUSIP Number either as printed on the Notes or on this Company Notice and reliance may be placed only on the other identification numbers printed on the Notes.
Optional Put of Holders
The Company hereby provides this Company Notice 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 (the “Optional Put”), or any portion thereof that is a multiple of $1,000 principal amount 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. Any accrued and unpaid interest owed on the Notes as of the Optional Repurchase Date shall be paid to the Holders of record on the Regular Record Date of May 1, 2023. There are currently Notes in the aggregate principal amount of $197,551,000 outstanding, which are subject to the Optional Put.
None of the Notes are to be purchased from any officer, director or affiliate of the Company, and the Company intends to fund the Note repurchases from its cash reserves. No persons were employed, retained or compensated to makes solicitations or recommendations in connection with the Optional Put.
Deadline for Holders to Require the Company to Repurchase the Notes
Holders must exercise the Optional Put to require the Company to repurchase the Notes by 5:00 p.m. New York City time on May 11, 2023 (which is the second Business Day immediately preceding the Optional Repurchase Date of May 15, 2023).
Conversion Rate of the Notes
The Notes may be converted to the Company’s common stock at the current conversion rate of 45.0760 shares of common stock per $1,000 principal amount of Notes (the “Conversion Rate”). The Conversion Rate is subject to adjustment under the terms of the Indenture if certain events occur. As of the date of this Company Notice, there has been no adjustment to the Conversion Rate. The Conversion Rate is determined based on the initial conversion price of approximately $22.18 per share of the Company’s common stock.
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
Procedures the Holders Must Follow to Require the Company to Repurchase the Notes
The Optional Put to require the Company to repurchase the Notes on the Repurchase Date must be exercised no earlier than the open of business on April 17, 2023 and no later than 5:00 p.m. New York City time on May 11, 2023. The Notes surrendered for repurchase must be delivered through the transmittal procedures of the Depository Trust Company (“DTC”), subject to the terms and conditions of DTC’s system. To exercise the Optional Put and receive payment of the Repurchase Price, Holders of the Notes must validly and timely deliver their Notes through DTC’s transmittal procedures by no later than 5:00 p.m. New York City time on May 11, 2023.
If Notes are validly and timely delivered through DTC’s transmittal procedures for payment of the Repurchase Price, then such Notes may be converted to common stock of the Company only if the Holder withdraws the Optional Put in compliance with the procedures of DTC and the terms of the Indenture and submits such Notes for conversion in accordance with the procedures of DTC and the terms of the Indenture.
A Holder’s Optional Put may be withdrawn, in whole or in part, at any time prior to 5:00 p.m. New York City time on May 12, 2023 (the Business Day immediately preceding the Optional Repurchase Date).
Recent Repurchases of Notes
The Company has made Note repurchases in the aggregate principal amount of $19,949,000 in the past 60 days. These repurchases are separate from the Optional Put described in this Company Notice and were made through a third-party broker and were transacted through the DTC system. All such Notes were cancelled through the Trustee the day after settlement. Below is a summary of such Note repurchases:
| Notes Repurchased | Par Value | Date Repurchased | Price | Principal Paid | Accrued Interest | Total Payment | ||||||||||||||||||||||||||||||||
| 10,730 | $ | 10,730,000 | 03/31/2023 | $ | 97.750 | $ | 10,488,575 | $ | 82,859 | $ | 10,571,434 | |||||||||||||||||||||||||||
| 2,000 | 2,000,000 | 04/10/2023 | 97.625 | 1,952,500 | 16,333 | 1,968,833 | ||||||||||||||||||||||||||||||||
| 7,219 | 7,219,000 | 04/10/2023 | 98.250 | 7,092,668 | 58,955 | 7,151,623 | ||||||||||||||||||||||||||||||||
| 19,949 | $ | 19,949,000 | $ | 97.918 | $ | 19,533,743 | $ | 158,147 | $ | 19,691,890 | ||||||||||||||||||||||||||||
Defined Terms
Defined terms used in the Company Notice not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
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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 $19.2 billion in total assets as of December 31, 2022. 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.
Our principal executive offices are located at 3200 Wilshire Blvd., Suite 1400, Los Angeles, California 90010. For additional information, please go to bankofhope.com. None of the information on or hyperlinked from the Company’s website is incorporated by reference.
Contact Information
If you have questions, please contact the Paying Agent at cts.specfinance@usbank.com.
No person has been authorized to give any information or to make any representation other than those contained in this Company Notice and, if given or made, such information or representation must not be relied upon as having been authorized. You should not assume that the information contained in this Company Notice is accurate as of any date other than the date on the front of this Company Notice. This Company Notice does 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 this Company Notice shall not under any circumstances create any implication that the information contained in this Company Notice is current as of any time subsequent to the date of such information. None of the Company, its board of directors, or its executive management 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.
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Exhibit (a)(5)(i)
News Release
HOPE BANCORP ANNOUNCES NOTIFICATION TO HOLDERS OF
2.00% CONVERTIBLE SENIOR NOTES OF THEIR CONTRACTUAL PUT RIGHT
LOS ANGELES - April 17, 2023 - Hope Bancorp, Inc. (the “Company”) (NASDAQ: HOPE) announced today that it is notifying holders of its 2.00% Convertible Senior Notes due 2038 (CUSIP NUMBER 43940TAB5) (the “Notes”) that they have the right 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 Optional Put entitles each holder of the Notes to require the Company to repurchase any or all of such holder’s outstanding Notes on May 15, 2023 (the “Optional Repurchase Date”) at a purchase price in cash (the “Repurchase Price”) equal to 100% of the principal amount of the Notes. The Company shall also pay any accrued and unpaid interest on the Notes owed on the Optional Repurchase Date to the holders of record as of May 1, 2023. There are currently Notes in the aggregate principal amount of $197,551,000 outstanding, which are subject to the Optional Put. Additionally and alternatively, the Notes may be converted to the Company’s common stock at the conversion rate of 45.0760 shares of common stock per $1,000 principal amount of Notes (the “Conversion Rate”). The Conversion Rate is determined based on the conversion price of approximately $22.18 per share of the Company’s common stock.
The opportunity to exercise the Optional Put will begin at the open of business on April 17, 2023 and expires at 5:00 p.m., New York City time, on May 11, 2023, which is the second business day immediately preceding the Optional Repurchase Date. In order to exercise the Optional Put and receive the Repurchase Price, a holder must surrender the Notes for repurchase through the transmittal procedures of the Depository Trust Company (the “DTC”). The Company will accept for payment all validly surrendered and not validly withdrawn Notes promptly upon the Optional Repurchase Date. On or before 10:00 a.m., New York City time, on the Optional Repurchase Date, the Company will deposit with the Paying Agent for the Notes the appropriate amount of cash required to pay the Repurchase Price of all validly surrendered and not validly withdrawn Notes. Unless the Company defaults in repurchasing Notes validly surrendered pursuant to the Optional Put and not validly withdrawn, interest on those Notes will cease to accrue on the Optional Repurchase Date. Notes in respect of which the Optional Put is exercised will not be convertible in accordance with their terms, if otherwise convertible, unless surrender of those Notes is validly withdrawn pursuant to the procedures of DTC and the terms of the Indenture. The Optional Put may be withdrawn (in whole or in part) at any time prior to 5:00 p.m. New York City time on May 12, 2023, which is the business day immediately preceding the Optional Repurchase 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
At the Company’s request, the Trustee is delivering the repurchase notice relating to the Optional Put to all registered holders of the Notes. Copies of the repurchase notice and information relating to the procedure for the surrender of the Notes may also be obtained from the Paying Agent, whose address is listed above. In addition, the Company will file the repurchase notice with a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission today.
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 be only be pursuant to, and the Notes may be surrendered only in accordance with, the Indenture and the repurchase notice dated April 17, 2023.
None of the Company, its Board of Directors or its officers is making any representation or recommendation to any holders 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.
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 $19.2 billion in total assets as of December 31, 2022. 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; regulatory risks associated with current and future regulations; and the COVID-19 pandemic and its impact on our financial position, results of operations, liquidity, and capitalization. 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:
Angie Yang
SVP, Director of Investor Relations & Corporate Communications
213-251-2219
angie.yang@bankofhope.com