UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures below under Item 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events |
Pursuant to the previously announced offering of $110.0 million aggregate principal amount of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) to be issued by Hanmi Financial Corporation (the “Company”), the Company and Wilmington Trust, National Association, as trustee entered into an Indenture dated as of August 20, 2021 (the “Base Indenture”) and a First Supplemental Indenture dated as of August 20, 2021 to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Notes.
The Notes initially shall bear interest at an initial rate of 3.750% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2022. The last interest payment date for the fixed rate period will be September 1, 2026. From and including September 1, 2026 to, but excluding September 1, 2031 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the Indenture, plus 310 basis points, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing on December 1, 2026. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
The Company may redeem the Notes at such times and at the redemption prices as provided for in the Indenture.
The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251393) filed by the Company, which registration statement was amended by a further registration statement on Form S-3 (Registration File No. 333-258894). A copy of the opinion of Luse Gorman, PC relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On August 20, 2021, the Company issued a press release announcing the closing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated August 20, 2021, between Hanmi Financial Corporation and Wilmington Trust, National Association, as trustee. | |
| 4.2 | First Supplemental Indenture, August 20, 2021, between Hanmi Financial Corporation and Wilmington Trust, National Association, as trustee. | |
| 4.3 | Form of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2031 (included in Exhibit 4.2). | |
| 5.1 | Opinion of Luse Gorman, PC. | |
| 23.1 | Consent of Luse Gorman, PC (included in Exhibit 5.1). | |
| 99.1 | Press Release dated August 20, 2021 | |
| 104 | The cover page from the Company’s Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANMI FINANCIAL CORPORATION | ||||||
| DATE: August 20, 2021 | By: | /s/ Bonita I. Lee |
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| Bonita I. Lee | ||||||
| President and Chief Executive Officer | ||||||