Business Context and Reporting Period
This Form 8-K, filed on July 30, 2018, reports events occurring on July 29, 2018, for First Hawaiian, Inc. (the "Company"). The filing details the commencement of an underwritten public offering of the Company's common stock by BancWest Corporation, a subsidiary of BNP Paribas ("BNPP"), referred to as the "Selling Stockholder."
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on corporate governance changes and the mechanics of the stock offering.
Notably, the Company will not receive any proceeds from the sale of shares by the Selling Stockholder in this offering.
Material Changes
- Stock Offering: BNPP is selling shares of First Hawaiian, Inc. common stock. The Company receives no proceeds from this transaction.
- Board Composition: Upon completion of the offering, BNPP will reduce its board representation from five directors to three. Directors Jean-Milan Givadinovitch and Xavier Antiglio are expected to resign.
- New Appointments: Faye Kurren and Jenai Wall, currently directors of First Hawaiian Bank, are expected to be appointed to fill the vacancies. Both are independent directors under NASDAQ requirements.
- Stockholder Agreement Amendment: An amendment to the 2016 Stockholder Agreement will adjust BNPP's right to nominate directors based on ownership thresholds (25%, control under the Bank Holding Company Act, and 5%).
- Deconsolidation: Following the reduction in board seats, BNPP expects to cease consolidating the Company's financial statements under IFRS and U.S. GAAP. The Company will subsequently be accounted for under the equity method.
Guidance, Outlook, and Risks
Management Commentary: The filing outlines the transition of control and governance structure as BNPP reduces its stake. It clarifies that certain rights under the Stockholder Agreement, such as approval of the annual budget and changes to the independent public accounting firm, will cease upon the "Deconsolidation Date."
Risks and Contingencies: The filing notes that Jenai Wall has material interests in businesses (e.g., Foodland Super Market, Ltd.) that hold loans from the Bank. These loans were made in the ordinary course of business on terms comparable to unrelated parties and did not involve more than normal risk of collectibility.
Unusual Items: The filing does not disclose unusual financial items, as it is a current report regarding corporate events rather than a financial statement.
Investor Verification Checklist
- Verify the final number of shares sold by BancWest Corporation and the resulting ownership percentage of BNPP.
- Confirm the exact date of the "Deconsolidation Date" and the subsequent accounting treatment of the Company in BNPP's financial statements.
- Review the amended Stockholder Agreement to understand the specific thresholds for future board nominations.
- Monitor the official resignation of Jean-Milan Givadinovitch and Xavier Antiglio and the formal appointment of Faye Kurren and Jenai Wall.
- Check for any subsequent filings regarding the impact of the deconsolidation on the Company's capital requirements or regulatory reporting.