Item 8.01 Other Events.
On February 2, 2022, we finalized our acquisition of Golden Pacific Bancorp,
Inc., a bank holding company, and its wholly-owned subsidiary, Golden Pacific
Bank, National Association, a national bank ("Golden Pacific Bank" and together
with Golden Pacific Bancorp, Inc., "Golden Pacific") (the "Merger"), which we
intend to operate as SoFi Bank, National Association ("SoFi Bank"). We entered
into the agreement to acquire Golden Pacific in March 2021. 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 plan
to contribute $750 million in capital to SoFi Bank and pursue its national,
digital business plan while maintaining Golden Pacific Bank's 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 operate as a bank holding company 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 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 its operating agreement with the OCC,
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 February 2, 2022
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses