An affiliate of French lender BNP Paribas SA is planning to offer 20 million First Hawaiian Inc. common shares in a public offering.
The offering was priced at $27.90 per share and is expected to be completed Aug. 1.
The selling stockholder intends to grant the underwriter, Goldman Sachs & Co. LLC, a 30-day option to purchase up to an additional 3 million First Hawaiian shares.
Honolulu-based First Hawaiian will neither issue any shares nor will it receive any proceeds in connection with the offering.
Also, First Hawaiian agreed to repurchase its shares directly from the BNP Paribas affiliate for an aggregate price of about $50 million. The company will pay the same per-share price paid by the underwriter in the public offering. The direct share buyback is subject to several conditions, including the successful completion of the public offering.
The total number of First Hawaiian shares to be sold by the selling stockholder, including both the offering and the buyback, is expected to be about 21.8 million shares, before the underwriter's option.
Completion of both the offering and repurchase is expected to reduce BNP Paribas' beneficial stake in First Hawaiian to 33% from 48.8%. If the underwriter's option is exercised in full, BNP Paribas' stake would be reduced to approximately 31%. Both cases are based on First Hawaiian's July 27 closing price.
BNP Paribas plans to reduce its appointees in First Hawaiian's board to three directors from five. First Hawaiian expects to fill the resulting vacancies with two independent directors, making the composition of its board to be independent under NASDAQ listing standards.
Following the reduced ownership interest and board resignations, BNP Paribas expects to cease consolidating First Hawaiian's financial statements with its own financial statements and that of unit BNP Paribas USA Inc.