UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 7, 2017
Luther Burbank Corporation
(Exact name of registrant as specified in its charter)
California | | 001-38317 | | 68-0270948 |
(State or other jurisdiction
of incorporation) | | (Commission file number) | | (IRS Employer
Number) |
520 Third Street, Fourth Floor
Santa Rosa, California 95401
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 446-8201
Check the appropriate box below if the Form 8-K 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 (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry Into a Material Definitive Agreement
On December 7, 2017, Luther Burbank Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Sandler O’Neill & Partners, L.P. as representatives (the “Representatives”) of the several underwriters identified in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the initial public offering of the Company’s common stock, no par value. Pursuant to the Underwriting Agreement, the Company agreed to issue and sell 12,150,000 shares of Common Stock, at a public offering price of $10.75 per share (the “Offering”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,822,500 shares of Common Stock to cover over-allotments, if any. The underwriting discounts and commissions are $0.69875 per share.
The Underwriting Agreement contains customary representations, warranties and covenants among the parties as of the date of entering into such Underwriting Agreement. These representations, warranties and covenants are not intended to convey factual information to investors about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
In connection with the Underwriting Agreement, directors and executive officers of the Company and certain shareholders entered into agreements providing for a 180-day “lock-up” period with respect to sales of the common stock, subject to certain exceptions.
A copy of the Underwriting Agreement is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The closing of the offering is expected to occur on December 12, 2017.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Signatures
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.
| LUTHER BURBANK CORPORATION |
| |
| |
| By: | /s/ Laura Tarantino |
| | Laura Tarantino, Executive Vice President and Chief Financial Officer |
| |
Dated: December 11, 2017 | |
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