Item 8.01 Other Events.
In March 2021, we entered into an agreement to acquire Golden Pacific Bancorp,
Inc., a bank holding company, and its wholly-owned subsidiary, Golden Pacific
Bank, National Association, a national bank ("Golden Pacific Bank") (the
"Merger"), which we intend to operate as SoFi Bank, National Association ("SoFi
Bank"). On January 18, 2022, we received approval from the Board of Governors of
the Federal Reserve System of our application to become a bank holding company,
and we received conditional approval from the U.S. Office of the Comptroller of
the Currency (the "OCC") to charter an interim bank and merge it with Golden
Pacific Bank. The OCC also approved our application to change the composition of
Golden Pacific Bank's assets in connection with the Merger. The OCC conditional
approval imposes a number of conditions, including that SoFi Bank will have
initial paid-in capital of no less than $750 million and will adhere to an
operating agreement. We expect the Merger to close in February 2022, subject to
completion or waiver of the remaining customary closing conditions. We plan to
contribute $750 million in capital to Golden Pacific Bank to pursue its
national, digital business plan while maintaining its community bank business
and footprint.
Cautionary Statement Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking and
as such are not historical facts. This includes, without limitation, statements
regarding the financial position, business strategy and the plans and objectives
of management for our future operations; anticipated trends and prospects in the
industries in which our business operates; new products, services and related
strategies; our ability to close the Merger, become a bank holding company,
acquire a national bank and fund Golden Pacific Bank's strategy; and the impact
on our business of the regulatory environment and increased complexities with
compliance that accompany regulation as a bank holding company. These statements
constitute projections, forecasts and forward-looking statements, and are not
guarantees of performance. Such statements can be identified by the fact that
they do not relate strictly to historical or current facts. When used in this
Current Report on Form 8-K, words such as "aim", "anticipate", "believe",
"continue", "could", "estimate", "expect", "intend", "may", "might",
"opportunity", "plan", "possible", "potential", "predict", "project", "should",
"strive", "will", "would" and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements represent our current expectations
regarding future events and are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from those
implied by the forward-looking statements, and there can be no assurance that
future developments affecting us will be those that we have anticipated. Among
those risks and uncertainties are our ability to close the Merger and achieve
the value creation contemplated by the Merger, including our ability to enhance
our existing financial products and offer more competitive rates for our
members, the impact of additional regulation as a result of becoming a bank
holding company, our ability to operate SoFi Bank pursuant to the operating
agreement, changes in government regulations, market conditions, including
market interest rates, the trading price and volatility of our common stock and
risks relating to our business, including those described in periodic reports
that we file from time to time with the Securities and Exchange Commission. We
do not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and unknown risks
and uncertainties, our actual results or performance may be materially different
from those expressed or implied by these forward-looking statements. You should
not place undue reliance on these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated January 18 , 2022
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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