M&A - Territorial Bancorp Inc.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525071362

Filing Summary: On April 2, 2025, Territorial Bancorp Inc. ("Territorial Bancorp") was merged with Hope Bancorp, Inc. ("Hope Bancorp") under an Agreement and Plan of Merger dated April 26, 2024. Effective at 12:01 a.m. Hawaii Time, Territorial Bancorp was merged into Hope Bancorp, with Hope Bancorp as the surviving entity. Following the merger, Territorial Savings Bank, a subsidiary of Territorial Bancorp, merged into Bank of Hope, a subsidiary of Hope Bancorp. As part of this transaction, each share of Territorial Common Stock was converted into 0.8048 shares of Hope Common Stock, with additional cash provided for fractional share interests. The merger led to the delisting of Territorial Common Stock from NASDAQ, as it no longer met the listing requirements. Hope Bancorp intends to file a certification with the SEC to terminate the registration of Territorial Common Stock. Upon the completion of the merger, all directors and executive officers of Territorial Bancorp ceased their roles, and the company's Articles of Incorporation and Bylaws became ineffective, replaced by those of Hope Bancorp.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071336

Filing Summary: On April 2, 2025, Territorial Bancorp Inc. merged with Hope Bancorp, Inc., which is designated as the successor by merger. This merger was executed under a previously announced Agreement and Plan of Merger dated April 26, 2024. As a result of the merger, each outstanding share of Territorial's common stock was converted into a right to receive 0.8048 shares of common stock of Hope, along with cash for fractional shares. Consequently, all securities offerings under the Registration Statements have been terminated, and Territorial has removed any unsold securities from registration.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071340

Filing Summary: On April 2, 2025, Territorial Bancorp Inc. merged with Hope Bancorp, Inc., with Hope surviving the merger. Each outstanding share of Territorial's common stock was converted into 0.8048 shares of Hope's common stock, along with cash for fractional shares. Following the merger, Territorial has terminated all offerings of its securities registered under multiple Registration Statements on Form S-8. The document serves as a Post-Effective Amendment to these Registration Statements to remove any unsold securities and terminate their effectiveness as required by the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071346

Filing Summary: On April 2, 2025, Territorial Bancorp Inc. merged with Hope Bancorp, Inc. according to the Agreement and Plan of Merger dated April 26, 2024. In this merger, each outstanding share of Territorial's common stock was converted into the right to receive 0.8048 shares of Hope's common stock and cash for any fractional shares. This document serves as a post-effective amendment to deregister unsold shares under previously filed Registration Statements on Form S-8, which are now terminated following the merger. Hope, as the successor by merger, is taking these actions to officially conclude the securities offerings registered under the statements and represents that it fulfills the requirements to file this amendment. The document is not filed as an 8-K, but as a contribution to the ongoing registration and issuance of securities under the prescribed sections of the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071357

Filing Summary: On April 2, 2025, Territorial Bancorp Inc. merged with Hope Bancorp, Inc. under the previously announced Merger Agreement, with Hope surviving the merger. As part of the merger, each outstanding share of Territorial's common stock was converted into the right to receive 0.8048 shares of common stock of Hope, along with cash for fractional shares. Consequently, Territorial announced the termination of all offerings of its securities under various Registration Statements on Form S-8 and removed from registration any unsold securities. This merger signifies a significant corporate restructuring and strategic alignment within the banking sector.

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Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000094337425000126

Filing Summary: On April 26, 2024, Territorial Bancorp Inc. entered into a Merger Agreement with Hope Bancorp, Inc. Under the terms of this Agreement, Territorial will merge with Hope, with Hope remaining as the surviving entity. Additionally, Territorial Savings Bank, a subsidiary of Territorial, will merge into Bank of Hope, a subsidiary of Hope, with Bank of Hope continuing as the surviving bank. On March 3, 2025, both companies announced that they have received all necessary regulatory approvals for the completion of the Merger and the Bank Merger, which are still subject to customary closing conditions as outlined in the Merger Agreement. A joint press release detailing this announcement is included in the report.

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