Washington Federal, Inc. Commences a Modified Dutch Auction Tender Offer to Repurchase up to $290 Million of its Common Stock
10 February 2021 - 12:00AM
Business Wire
Washington Federal, Inc. (NASDAQ: WAFD) (“Washington Federal” or
the “Company”) announced today that it has commenced a modified
“Dutch auction” tender offer (the “Tender Offer”) to purchase for
cash up to $290 million of its common stock (the “Common Stock”) at
a price per share not less than $26.50 and not greater than $31.00,
less any applicable withholding taxes and without interest, using
proceeds from the Company’s recent depositary shares offering,
which closed on February 8, 2021. The maximum purchase price of
$31.00 represents an 11.75% premium over the 5-trading day Volume
Weighted Average Price (VWAP). On February 8, 2021, the closing
price of the Common Stock was $28.93 per share. The Tender Offer
will expire at 12:00 midnight, New York City time, at the end of
the day on March 9, 2021, unless extended or terminated.
If the Tender Offer is fully subscribed, the Company will
purchase between 9,354,838 shares and 10,943,396 shares, or between
12.3% and 14.4%, respectively, of the Company’s outstanding Common
Stock. Any shares tendered may be withdrawn prior to expiration of
the Tender Offer. Stockholders that do not wish to participate in
the Tender Offer do not need to take any action. None of our
directors or executive officers will tender any of their shares in
the Tender Offer.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares of Common Stock and at what price within
the range described above they wish to tender their shares. Based
on the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the lowest
per-share price that will enable it to acquire up to $290.0 million
of Common Stock. All shares accepted in the Tender Offer will be
purchased at the same price even if tendered at a lower price.
To tender shares of Common Stock, stockholders must follow the
instructions described in the “Offer to Purchase” and the “Letter
of Transmittal” that the Company is filing with the U.S. Securities
and Exchange Commission (the “SEC”). These documents contain
important information about the terms and conditions of the Tender
Offer.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered or any financing conditions. The Tender
Offer will, however, be subject to other conditions, which will be
disclosed in the Offer to Purchase. The Company’s Board of
Directors (the “Board”) believes that a modified “Dutch auction”
tender offer is an efficient mechanism that will provide all
stockholders with the opportunity to tender all or a portion of
their shares.
The Board has authorized the Tender Offer. However, none of the
Company, the Board, the dealer manager, the information agent, the
depositary or any of their respective affiliates are making any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares in the Tender Offer or as to the price
at which stockholders may choose to tender their shares. No person
is authorized to make any such recommendation. Stockholders must
decide how many shares they will tender, if any, and the price
within the stated range at which they will offer their shares for
purchase. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and the Letter of Transmittal (as they may be amended or
supplemented), including the purposes and effects of the Tender
Offer. Stockholders are urged to discuss their decisions with their
own tax advisors, financial advisors and/or brokers.
Goldman Sachs & Co. LLC is acting as dealer manager for the
Tender Offer. The information agent for the Tender Offer is D.F.
King & Co. Inc., and the depositary is American Stock Transfer
& Trust Company, LLC. The Offer to Purchase, the Letter of
Transmittal and related documents will be mailed to registered
holders. Beneficial holders will receive the Offer to Purchase and
a communication from their bank, broker or custodian. For questions
and information, please call the information agent toll-free at
(800) 207-3159.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
Common Stock in the Tender Offer. The Tender Offer is being made
only pursuant to the Offer to Purchase and the related materials
that the Company is filing with the SEC, and will distribute to its
stockholders, as they may be amended or supplemented. Stockholders
should read such Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the various terms and conditions of the Tender Offer.
Stockholders of the Company may obtain a free copy of the Tender
Offer statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the SEC from the SEC’s
website at www.sec.gov. Stockholders also will be able to obtain a
copy of these documents, without charge, from D.F. King & Co.
Inc., the information agent for the Tender Offer, toll free at
(866) 856-3065 or Goldman Sachs & Co. LLC toll free at (800)
323-5678. Stockholders are urged to carefully read all of these
materials prior to making any decision with respect to the Tender
Offer. Stockholders and investors who have questions or need
assistance may call D.F. King & Co. Inc.
About Washington Federal
Washington Federal, Inc. (NASDAQ: WAFD) is the parent company of
Washington Federal Bank, dba WaFd Bank (“WaFd Bank”), a national
bank with business consisting primarily of accepting deposits from
the general public and investing these funds in loans of various
types, including first lien mortgages on single-family dwellings,
construction loans, land acquisition and development loans, loans
on multi-family, commercial real estate and other income producing
properties, home equity loans and business loans. WaFd Bank also
invests in certain United States government and agency obligations
and other investments permitted by applicable laws and regulations.
As of December 31, 2020, WaFd Bank has 234 branches located in
Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and
Texas. Through WaFd Bank’s subsidiaries, Washington Federal is also
engaged in insurance brokerage activities.
FORWARD-LOOKING STATEMENTS
The foregoing information should be read in conjunction with the
financial statements, notes and other information contained in
Washington Federal’s 2020 Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. This press
release contains statements about Washington Federal’s future that
are not statements of historical fact. These statements are
“forward looking statements” for purposes of applicable securities
laws, and are based on current information and/or management’s good
faith belief as to future events. The words “estimate,” “believe,”
“expect,” “anticipate,” “project,” and similar expressions signify
forward-looking statements. Forward-looking statements should not
be read as a guarantee of future performance. By their nature,
forward-looking statements involve inherent risk and uncertainties,
which change over time; and actual performance could differ
materially from those anticipated by any forward-looking
statements. In particular, any forward-looking statements are
subject to risks and uncertainties related to the COVID-19 pandemic
and the resulting governmental and societal responses. Washington
Federal undertakes no obligation to update or revise any
forward-looking statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20210209005466/en/
Washington Federal, Inc. 425 Pike Street, Seattle, WA 98101 Brad
Goode, SVP, Chief Marketing Officer 206-626-8178
brad.goode@wafd.com
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