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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Seasoned SFR mortgage Loan Pool Sale
On October 25, 2016 and December 12, 2016, the Company completed sales of $162.8 million and $441.2 million, respectively, of seasoned SFR mortgage loan pools. The pools were comprised of both performing and delinquent loans. These sales are expected to improve the Company's delinquent loan ratios. The Company recorded a gain on sale of $19.1 million from these sales.
Commercial Equipment Finance Business Sale
On October 27, 2016, the Company sold its Commercial Equipment Finance business unit to Hanmi Bank (Hanmi) from its Commercial Banking operating segment. As part of the transaction, Hanmi acquired $217.2 million of equipment leases diversified across the U.S. with concentrations in California, Georgia and Texas. An additional $25.4 million of equipment leases were transferred during December 2016. Hanmi retained most of the Company’s former Commercial Equipment Finance employees. The Company recorded a gain on sale of business unit of $2.6 million on its Consolidated Statements of Operations during the three months ended December 31, 2016. At September 30, 2016, the Commercial Equipment Finance business unit comprised total lease balances of $234.0 million.
Line of Credit Covenant Waiver
On November 29, 2016, the Company received, from the administrative agent and the lenders under the Company’s line of credit agreement, a waiver of the requirement under the credit agreement that the Company deliver its consolidated financial statements as of and for the three- and nine- month periods ended September 30, 2016 (the September 30, 2016 Financial Statements) to the administrative agent within 60 days after that date. The waiver effectively extended the time for delivering the September 30, 2016 Financial Statements to January 26, 2017. On January 25, 2017, the Company and the administrative agent and lenders under the credit agreement entered into an amendment to the line of credit agreement that further extended the time for the Company to deliver the September 30, 2016 Financial Statements to March 1, 2017. The line of credit had an outstanding balance of $68.0 million at November 29, 2016 and January 25, 2017.
Special Committee and Related Events
Special Committee Investigation. On October 18, 2016, an anonymous blog post raised questions about related party transactions, director independence and other issues with respect to the Company, including suggestions that the Company was controlled by an individual who pled guilty to securities fraud in matters unrelated to the Company. In response to these allegations, the Board formed a Special Committee consisting solely of independent directors which commenced a process to identify and engage an independent law firm to review the allegations. Shortly thereafter, on October 27, 2016, the Company’s independent auditor, KPMG, sent a letter to Robert Sznewajs in his capacity as Chair of the Company’s Joint Audit Committee (the KPMG Letter) raising concerns about allegations of “inappropriate relationships with third parties” and “potential undisclosed related party relationships.”
On October 30, 2016, the Special Committee retained WilmerHale, a law firm with no prior relationship with the Company or its affiliates, to conduct an independent investigation to address certain issues raised by the blog post. On February 9, 2017, the Special Committee announced that WilmerHale’s inquiry did not find any violation of law. In addition, contrary to the claims in the blog post, the inquiry did not find evidence that the individual who pled guilty to securities fraud unrelated to the Company has had any direct or indirect control or undue influence over the Company. Furthermore, the inquiry did not find evidence establishing that any loan, related party transaction, or any other circumstance impaired the independence of any director. These conclusions were consistent with the preliminary findings announced by the Special Committee on January 23, 2017.
The Special Committee also determined that a press release issued on October 18, 2016 contained inaccurate statements. In that press release, the Company stated that the “Board of Directors, acting through its Disinterested Directors” had, as of October 18, 2016, investigated issues raised in the blog post. This press release was inaccurate in certain respects. The review established that although an investigation had been conducted, it was not initiated by the Board of Directors; rather, it appears to have been directed by the Company's management and not by any subset of independent directors. In addition, the press release characterized the investigation as “independent” without disclosing that the law firm conducting the investigation had previously represented both the Company and the Company’s former chief executive officer individually. Furthermore, the press release stated that the Board or a group of “Disinterested Directors” had received “regular reports including related to regulatory and governmental communications.” This overstated both the degree to which the Company had been in contact with regulatory agencies about the subject matter referenced in the blog post, as well as the involvement of the directors in oversight or direction of the inquiry.
Related Regulatory Developments. Related to this matter, on January 12, 2017, the Company received a formal order of investigation issued by the SEC directed at certain of the issues that the Special Committee reviewed. The Company has been fully cooperating with the SEC in this investigation.
The Company was not able to timely file its Form 10-Q for the quarter ended September 30, 2016. This led to issuance by the NYSE of a letter notifying the Company that it was not in compliance with the continued listing requirements of Section 802.01E of the NYSE Listed Company Manual. The Company believe that it has regained compliance with the NYSE listing standards upon the filing of its Form 10-Q for the quarter ended September 30, 2016 with the SEC. The Company anticipates confirming its compliance with NYSE staff in the near future.
Changes in Corporate Leadership and Composition of the Board of Directors. On January 23, 2017, the Company announced that Steven A. Sugarman, its President and Chief Executive Officer, had resigned from all positions with the Company and the Bank. The Board appointed Hugh Boyle as Interim Chief Executive Officer and J. Francisco A. Turner as Interim President and Chief Financial Officer. The Board of Directors is currently conducting a search for a new Chief Executive Officer; both internal and external candidates will be considered.
In connection with his resignation, on January 23, 2017 (Effective Date), the Company and Mr. Sugarman entered into an Employment Separation Agreement and Release effective as of the Effective Date (Agreement). Under the terms of the Agreement, as negotiated between the Company and Mr. Sugarman, Mr. Sugarman resigned from all positions he held with respect to the Company, the Bank and their respective affiliated entities (collectively, the Bank Affiliated Entities), and resigned from the Board of Directors of the Company and the Bank. The Agreement provides that the Company will pay or provide to Mr. Sugarman (a) his 2016 annual bonus in the amount of $1,500,000, payable on January 31, 2017; (b) a payment of $1,040,000 on January 31, 2017; (c) a payment of $360,000, payable on the first payroll date after the six month anniversary of the Effective Date; (d) a payment of $1,350,000, payable in equal installments commencing on the first payroll date following the six months anniversary of the Effective Date and continuing through the twelfth month following the Effective Date; (e) medical and dental benefits to Mr. Sugarman and his eligible dependents, as if he were an employee, for three years following the Effective Date; and (f) any other amounts or benefits required to be paid or provided or which Mr. Sugarman has a right to receive under any plan, program, policy, practice or contract of the Bank Affiliated Entities through the Effective Date . In addition, Mr. Sugarman’s outstanding unvested equity awards will vest and his options and stock appreciation rights will remain exercisable for their full terms. Mr. Sugarman is not entitled to any other severance payments or benefits.
The Agreement contains mutual general releases of claims arising out of acts or omissions occurring on or before the Effective Date, with customary exceptions for obligations arising from the Agreement, vested benefits, indemnity rights and matters that cannot be released by private agreement. Mr. Sugarman agrees to cooperate in providing information for operational, financial and other reports relating to the period of his employment and agrees to remain bound by the clawback and confidentiality provisions of his Amended and Restated Employment Agreement. The Agreement contains a provision for a Standstill Period from the Effective Date through July 1, 2018, during which Mr. Sugarman agrees to limit his ownership of Company shares, his efforts to influence its Board and his efforts to acquire control of the Company.
On February 7, 2017, Richard Lashley was appointed to the Boards of Directors of the Company and the Bank, which appointments became effective February 16, 2017. Mr. Lashley was appointed as a Class I director of the Company, whose term will expire at the Company’s 2019 Annual Meeting of Stockholders, in order to fill the vacancy in that class created by Mr. Sugarman’s resignation. Mr. Lashley is a co-founder of PL Capital Advisors, LLC (PL Capital Advisors). PL Capital Advisors and certain affiliates of PL Capital Advisors, including Mr. Lashley (collectively, the PL Capital Group), beneficially own approximately 6.9 percent of the Company’s voting common shares. In connection with the appointment of Mr. Lashley to the Boards, the PL Capital Group has entered into a Cooperation Agreement with the Company, in which the PL Capital Group agreed, among other matters, for a period of time commencing from the date of the Cooperation Agreement through the first day following the Company’s 2017 annual meeting of stockholders, to vote their shares of Company stock (i) in favor of the Company’s slate of directors, (ii) against any stockholder’s nominations for directors not approved and recommended by the Company's Board and against any proposals or resolutions to remove any director and (iii) in accordance with the recommendations by the Company's Board on all other proposals of the Company's Board set forth in the Company’s proxy statement. In addition, during the same period, the PL Capital Group has agreed not to acquire additional shares of the Company that would result in the PL Capital Group having ownership or voting interest in 10 percent or more of the Company’s outstanding voting common shares; not to engage in proxy solicitations in an election contest; not to subject any shares to any voting arrangements except as expressly provided in the Cooperation Agreement; not to make or be a proponent of a stockholder proposal; not to seek or call a meeting of stockholders or solicit consents from stockholders; not to seek to obtain representation on the Company's Board, except as otherwise expressly provided in the Cooperation Agreement; not to seek to remove any director from the Company's Board; not to seek to amend any provision of the governing documents of the Company, or propose or participate in certain extraordinary corporate transactions involving the Company. Pursuant to the Cooperation Agreement, the Company reimbursed the PL Capital Group $150,000 for its legal fees and expenses incurred in connection with its investment in the Company.
On February 9, 2017, Chad T. Brownstein retired from the Company’s Board of Directors and, concurrently therewith, entered into an agreement and release (Retirement Agreement), which also provided that the outstanding unvested equity awards held by Mr. Brownstein vested in full. On that same date, the Board of Directors appointed W. Kirk Wycoff to the Boards of Directors of the Company and the Bank, which appointments became effective February 16, 2017. Mr. Wycoff was appointed as a Class III director of the Company, whose term will expire at the Company’s 2018 Annual Meeting of Stockholders, in order to fill the vacancy in that class created by the retirement of Mr. Brownstein. Mr. Wycoff is a managing partner of Patriot Financial Partners, which beneficially owns approximately 6.2 percent of the Company’s voting common shares. For additional information regarding Patriot, see Note 26.
Changes in Corporate Governance. The Company disclosed on January 23, 2017 certain changes to its Board leadership structure and corporate governance policies. Such changes included separation of the roles of Chief Executive Officer and Chair of the Board and elimination of the Board’s Executive Committee. Robert Sznewajs, an independent director, was appointed Chair of the Board. In light of the separation of the Chair and Chief Executive Officer positions, the Board also eliminated the positions of Lead Independent Director (a role which will be filled by the Chair of the Board) and Vice-Chair of the Board (a role which will be filled by the Chair of the Joint Nominating and Corporate Governance Committee.)
In addition to the changes in Board leadership, the Board of Directors has undertaken a review of its corporate governance practices. On January 23, 2017, the Company announced the separation of the Joint Compensation and Corporate Governance Committee into two separate committees, one focusing on compensation matters and one focusing on governance matters. On January 29, 2017, the Board approved a revised policy on related party transactions intended to limit such transactions and to implement a process requiring rigorous review prior to any approval. On February 7, 2017 the Board of Directors approved a policy limiting outside business activities by officers and employees and requiring non-employee directors to avoid outside business activities which would create a conflict of interest or appearance of such a conflict. The Board is continuing its review of governance issues and may implement additional changes to the Company's corporate governance policies.
Cessation of CS Financial, Inc. Operations
The Bank purchased CS Financial in 2013 and operated it as a wholly owned subsidiary. Currently, the Bank does not maintain any employees or offices and has discontinued taking new loan applications for CS Financial. The Bank will be ceasing the operations of CS Financial.
Los Angeles Football Club Naming Rights and Sponsorship
On February 28, 2017, the Bank executed more detailed definitive agreements with Los Angeles Football Club and LAFC Stadium Co. LLC with respect to naming rights and sponsorship, which are subject to MLS rules and/or approval, all as more fully described in Note 21.
Sale of Mortgage Banking Segment and MSRs
On February 28, 2017, the Bank entered into a definitive asset purchase agreement (the Agreement) with Caliber Home Loans, Inc., a Delaware corporation (the Purchaser), pursuant to which the Bank has agreed to sell and the Purchaser has agreed to purchase specified assets of its Mortgage Banking segment, operated under the trade name of Banc Home Loans, which relate to the Bank’s business of originating, processing, underwriting, funding and selling residential mortgage loans (the Business). The assets to be acquired by the Purchaser include, among other things, the leases relating to the Bank’s dedicated mortgage loan origination offices and the Bank’s pipeline of residential mortgage loan applications for loans. The Purchaser has agreed to assume certain obligations and liabilities of the Bank under the acquired leases and certain other specified assigned contracts, and with respect to the employment of transferred employees.
Pursuant to the Agreement and subject to the terms and conditions contained therein, the Bank will receive a $25.0 million cash premium payment, in addition to the net book value of certain assets acquired by the Purchaser, totaling $2.7 million upon closing of the transaction. The Bank may receive up to an additional $5.0 million cash premium based on criteria tied to loan officer retention by the Purchaser. Additionally, the Bank will receive an earn-out, payable quarterly, based on the future performance of the Business over the 38 months following completion of the transaction. The Purchaser retains an option to buyout the future earn-out payable to the Bank in exchange for cash consideration of $35.0 million, less the aggregate amount of all earn-out payments made prior to the date on which the Purchaser makes the payment of the buyout amount. The transaction, which is expected to close on March 30, 2017, is subject customary conditions to closing, including the accuracy of customary representations and warranties of, the Bank and the Purchaser.
The Bank also entered into a separate agreement with the Purchaser for the sale of mortgage servicing rights (MSRs) on approximately $3.8 billion in unpaid balances of conventional agency mortgages to the Purchaser. The Purchaser will purchase the MSRs for $36 million, resulting in a net loss of $3.5 million as a result of the MSR sale. This sale of approximately half the Bank’s MSR portfolio is expected to reduce earnings volatility going forward.
The Company evaluated events from the date of the consolidated financial statements on September 30, 2016 through the issuance of these consolidated financial statements included in this Quarterly Report on Form 10-Q and determined that no significant events, other than the events disclosed above, were identified requiring recognition or disclosure in the consolidated financial statements.