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| HAFC > SEC Filings for HAFC > Form 8-K on 15-Sep-2009 | All Recent SEC Filings |
15-Sep-2009
Other Events
On September 14, 2009, Hanmi Financial Corporation ("Hanmi Financial")
entered into a non-binding Amended and Restated Term Sheet (the "Term Sheet")
with Leading Investment & Securities Cop., Ltd., a Korean corporation with its
principal offices in Seoul, Korea ("Leading"), and IWL Partners LLC, a Korean
company with its principal offices on Seoul, Korea ("IWL Partners"), which
outlines the terms and conditions of the proposed investments by Leading and IWL
in newly issued shares of common stock of Hanmi Financial.
A portion of the transactions outlined by the Term Sheet have been
accomplished in accordance with the Securities Purchase Agreement, dated
June 12, 2009, between Hanmi Financial and Leading (as amended, the "Securities
Purchase Agreement"). In accordance with the terms of the Securities Purchase
Agreement, on September 4, 2009, Leading completed an initial acquisition of
5,070,423 shares of common stock of Hanmi Financial, representing 9.9% of the
issued and outstanding shares after giving effect to such purchase, at a
purchase price of $1.37 per share. Under the Securities Purchase Agreement, it
is expected that Leading will acquire an additional 3,009,189 shares of common
stock following receipt of all necessary regulatory approvals.
Hanmi Financial is in active negotiations relating to a larger equity capital
infusion from IWL Partners as outlined in the Term Sheet. The completion of any
such transaction would be subject to, among others, the following conditions:
(i) the negotiation of definitive documents and terms; and (ii) receipt of all
required regulatory and shareholder approvals, as necessary.
The Amended and Restated Term Sheet is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. It should be noted that there can be no
assurances that the transactions outlined in the Term Sheet will be completed by
the dates referenced therein, if at all.
Forward-Looking Statements
This release contains forward-looking statements, which are included in
accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue," or the negative of such terms and other comparable
terminology. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. These statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to differ from those
expressed or implied by the forward-looking statement. These factors include the
following: failure to maintain adequate levels of capital and liquidity to
support our operations; the effect of regulatory orders we have entered into and
potential future supervisory action against us or Hanmi Bank; general economic
and business conditions internationally, nationally and in those areas in which
we operate; volatility and deterioration in the credit and equity markets;
changes in consumer spending, borrowing and savings habits; availability of
capital from private and government sources; the ability of Leading to complete
the transactions contemplated by the Securities Purchase Agreement; demographic
changes; competition for loans and deposits and failure to attract or retain
loans and deposits; fluctuations in interest rates and a decline in the level of
our interest rate spread; risks of natural disasters related to our real estate
portfolio; risks associated with Small Business Administration ("SBA") loans;
failure to attract or retain key employees; changes in governmental regulation,
including, but not limited to, any increase in FDIC insurance premiums; ability
to receive regulatory approval for Hanmi Bank to declare dividends to Hanmi
Financial; adequacy of our allowance for loan losses, credit quality and the
effect of credit quality on our provision for credit losses and allowance for
loan losses; changes in the financial performance and/or condition of our
borrowers and the ability of our borrowers to perform under the terms of their
loans and other terms of credit agreements; our ability to successfully
integrate acquisitions we may make; our ability to control expenses; and changes
in securities markets. In addition, we set forth certain risks in our reports
filed with the Securities and Exchange Commission, including our Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 and current and
periodic reports filed with the Securities and Exchange Commission thereafter,
which could cause actual results to differ from those projected. You should
understand that it is not possible to predict or identify all such risks.
Consequently, you should not consider such disclosures to be a complete
discussion of all potential risks or uncertainties. We undertake no obligation
to update such forward-looking statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Amended and Restated Term Sheet, dated September 14, 2009, by and among Hanmi Financial Corporation, Leading Investment & Securities Co., Ltd., and IWL Partners LLC.
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