Form 8-K BofI Holding, Inc. For: Aug 31
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2015
BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51201 | 33-0867444 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4350 La Jolla Village Drive, Suite 140, San Diego, CA | 92122 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (858) 350-6200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2015, BofI Holding, Inc. ("BOFI" or the "Company") and BofI Federal Bank (the "Bank"), completed its previously announced purchase of certain assets and liabilities, including all of the deposit liabilities, of H&R Block Bank, a federal savings bank ("HRBB") from H&R Block, Inc. ("H&R Block"), pursuant to the terms of the Amended and Restated Purchase and Assumption Agreement, dated August 5, 2015 (the “P&A Agreement”), by the Bank and HRBB, Block Financial LLC, a Delaware limited liability company and sole shareholder of HRBB (“Block Financial”) (the “P&A Transaction”).
In connection with the closing of the P&A Transaction: (i) the Bank and Emerald Financial Services, LLC, a Delaware limited liability company and wholly-owned subsidiary of H&R Block (“EFS”), entered into the Program Management Agreement, dated August 31, 2015 (the “PMA”); (ii) the Bank and H&R Block, EFS, HRB Participant I, LLC, a Delaware limited liability company and wholly-owned subsidiary of H&R Block, entered into the Emerald Receivables Participation Agreement, dated August 31, 2015 (the “RPA”); and (iii) the Bank and H&R Block entered into the Guaranty Agreement, dated August 31, 2015 (the “Guaranty Agreement”). A description of the terms of the PMA, RPA and Guaranty Agreement is set forth under Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2014, as supplemented by the description of the revised terms of the PMA set forth under Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2015, each of which is incorporated herein by reference.
The foregoing description of the PMA, RPA and Guaranty Agreement (including the description incorporated herein by reference) does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the PMA, RPA and Guaranty Agreement, as executed by the parties thereto, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2015, the Bank completed the previously announced purchase of certain assets and liabilities, including all of the deposit liabilities, of HRBB, pursuant to the P&A Agreement. In connection with the closing of the P&A Transaction, the Bank received $419 million of cash and assumed an equal amount of deposit liabilities from HRBB. The Bank also acquired a de-minimis amount of non-cash assets at zero cost.
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.01 by reference.
ITEM 8.01 OTHER EVENTS
On September 1, 2015, the Company issued a press release announcing the closing of the P&A Agreement and the PMA and announcing that the Company will hold a conference call for analysts, institutional investors, and shareholders at 10:00 AM Eastern / 7:00 AM Pacific on September 2, 2015. During the conference call the Company will discuss developments regarding the P&A Transaction and related matters.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit | Description | |
10.1 | Program Management Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block and Emerald Financial Services, LLC * Incorporated by reference to Exhibit 10.1 (Program Management Agreement) to Form 8-K filed by H&R Block, Inc. on September 1, 2015 | |
10.2 | Emerald Advance Receivables Participation Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block, Emerald Financial Services, LLC and HRB Participant I, LLC * Incorporated by reference to Exhibit 10.2 (Emerald Advance Receivables Participation Agreement) to Form 8-K filed by H&R Block, Inc. on September 1, 2015 | |
10.3 | Guaranty Agreement, dated August 31, 2015, by and among BofI Federal Bank and H&R Block * Incorporated by reference to Exhibit 10.3 (Guaranty Agreement) to Form 8-K filed by H&R Block, Inc. on September 1, 2015 | |
99.1 | Press Release issued September 1, 2015 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BofI HOLDING, INC. | ||||
Date: | September 1, 2015 | By: | /s/ Andrew J. Micheletti | |
Andrew J. Micheletti | ||||
EVP and Chief Financial Officer | ||||
BofI Federal Bank Completes Deposit Transaction with H&R Block
BofI Assumes H&R Block Bank Deposits and Executes Agreement to Offer H&R Block-branded Financial Products
SAN DIEGO, CA – (MARKETWIRED) – September 1, 2015 – BofI Federal Bank, (the "Bank") the banking subsidiary of BofI Holding, Inc. (NASDAQ: BOFI), announced that on August 31, 2015 it closed the definitive purchase and assumption transaction with H&R Block Bank previously announced on April 10, 2014 and amended substantively on August 5, 2015. Under the agreement, the Bank purchased from H&R Block Bank certain assets and assumed certain liabilities, including all of the deposit liabilities of H&R Block Bank. At the time of closing, the Bank received $419 million of cash and assumed an equal amount of deposit liabilities from H&R Block Bank. The Bank also acquired a de-minimis amount of non-cash assets at zero cost. In addition, the Bank entered into a program management agreement with H&R Block under which it will provide H&R Block-branded financial services products: Emerald Prepaid MasterCard®, Refund Transfers, Emerald Advance® lines of credit, deposits, credit card and other products through H&R Block’s retail and digital channels.
“We are delighted to complete our agreements with H&R Block,” said Greg Garrabrants, President and Chief Executive Officer. “Our multi-year strategic partnership further diversifies our deposit, lending and fee income businesses and provides tremendous opportunities to offer co-branded banking products to Block’s 20 million customers.”
Additional information regarding the agreements with H&R Block included in a Form 8-K filed today and previous Form 8-K filings by BofI Holding, Inc. with the Securities and Exchange Commission.
Conference Call
The company will conduct a conference call to discuss the closing of the transaction at 10:00 AM Eastern time / 7:00 AM Pacific time on Wednesday, September 2, 2015. Analysts and investors may dial in and participate in the question/answer session. To access the call, please dial: 888-510-1785, passcode 3613399. The conference call will be webcast live and may be accessed at BofI’s website, http://www.bofiholding.com. For those unable to listen to the live broadcast, a replay will be available shortly after the call on BofI’s website through December 31, 2015.
About BofI Holding, Inc. and BofI Federal Bank
BofI Holding, Inc. (“BofI”) is the holding company for BofI Federal Bank, a nationwide bank that provides financing for single and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. With over $5.8 billion in assets, BofI Federal Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. BofI Holding, Inc.’s common stock is listed on the NASDAQ Global Select Market under the symbol “BOFI” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index. For more information on BofI Federal Bank, please visit www.bofifederalbank.com.
Forward-Looking Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to our ability to diversify our deposit, lending and fee income businesses, expected revenue and net income from the H&R Block program management agreement, opportunities to offer co-branded banking products with H&R Block, and our ability to realize other anticipated benefits from the transactions with H&R Block. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation our ability to successfully combine and integrate the assumed deposits from H&R Block, our ability to do so without disrupting our ongoing business, our ability to operate the program management agreement, and H&R Block’s desire and ability to offer financial services products to customers after closing. These and other risks and uncertainties detailed in the periodic reports filed by BofI Holding, Inc. with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Investor Relations:
Johnny Lai, CFA
VP, Corporate Development & Investor Relations
858-649-2218
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