BNP Paribas To Offer 20 Mln Shares Of First Hawaiian Stock In Public Offering

(RTTNews) - First Hawaiian Inc. (FHB) said that an affiliate of BNP Paribas intends to offer 20 million shares of the Company's common stock in an underwritten public offering. In addition, the selling stockholder intends to grant the underwriter a 30-day option to purchase up to an additional 3 million shares of the Company's common stock. The Company will not be issuing any shares in connection with the offering and will not receive any proceeds from the offering.

In connection with the public offering, First Hawaiian entered into a share repurchase agreement with BNP Paribas and the selling stockholder, pursuant to which the Company will repurchase directly from the selling stockholder shares of the Company's common stock for an aggregate purchase price of approximately $50 million. The per-share purchase price to be paid by the Company in the direct share repurchase will be equal to the per-share purchase price paid by the underwriter in the public offering.

The total number of shares of the Company's common stock to be sold by the selling stockholder, including both the underwritten public offering and shares repurchased by the Company, is expected to equal approximately 21.8 million shares before the underwriter's option.

Completion of the public offering and the direct share repurchase is expected to reduce BNP Paribas' beneficial ownership stake in the Company's common stock from approximately 48.8% to approximately 33% and, if the underwriter's option is exercised in full, BNP Paribas' remaining beneficial stake would be reduced to approximately 31% (in each case, based upon the closing price of the Company's common stock on July 27, 2018).

In addition, BNP Paribas has advised the Company that, if the offering is consummated, it intends to reduce the number of directors appointed by BNP Paribas to the Company's board of directors from five directors to three directors.

As a result, upon completion of the offering, BNP Paribas and the Company expect to enter into an amendment to the Stockholder Agreement, and BNP Paribas intends to cause the prompt resignation of two of its designated directors. The Company expects to fill the resulting vacancies with the appointment of two independent directors, which would cause the majority of the Company's board of directors to be independent under NASDAQ listing standards.