Subordinated Debentures and Convertible Notes

6 Months Ended

Jun. 30, 2019

Subordinated Debentures and Convertible Notes

Subordinated Debt

At June 30, 2019, the Company had nine wholly owned subsidiary grantor trusts that had issued $126.0 million of pooled trust preferred securities. Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the “Debentures”). The Debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole (but not in part) on a quarterly basis at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the debentures for up to five years.

The following table is a summary of trust preferred securities and Debentures at June 30, 2019:



Issuance Trust	Issuance Date	Trust Preferred Security Amount		Carrying Value of Debentures		Rate Type	Current Rate	Maturity Date
		(Dollars in thousands)
Nara Capital Trust III	06/05/2003	$	5,000	$	5,155	Variable	5.56%	06/15/2033
Nara Statutory Trust IV	12/22/2003	5,000		5,155		Variable	5.45%	01/07/2034
Nara Statutory Trust V	12/17/2003	10,000		10,310		Variable	5.36%	12/17/2033
Nara Statutory Trust VI	03/22/2007	8,000		8,248		Variable	4.06%	06/15/2037
Center Capital Trust I	12/30/2003	18,000		14,128		Variable	5.45%	01/07/2034
Wilshire Trust II	03/17/2005	20,000		15,634		Variable	4.20%	03/17/2035
Wilshire Trust III	09/15/2005	15,000		11,041		Variable	3.81%	09/15/2035
Wilshire Trust IV	07/10/2007	25,000		17,899		Variable	3.79%	09/15/2037
Saehan Capital Trust I	03/30/2007	20,000		14,907		Variable	3.94%	06/30/2037
Total		$	126,000	$	102,477

The carrying value of Debentures at June 30, 2019 and December 31, 2018 was $102.5 million and $102.2 million, respectively. At June 30, 2019 and December 31, 2018, acquired Debentures had remaining discounts of $27.4 million, and $28.0 million. The carrying balance of Debentures is net of remaining discounts and includes common trust securities.

The Company’s investment in the common trust securities of the issuer trusts was $3.9 million at June 30, 2019 and December 31, 2018 and is included in other assets. Although the subordinated debt issued by the trusts are not included as a component of stockholders’ equity in the Consolidated Statements of Financial Condition, the debt is treated as capital for regulatory purposes. The Company’s trust preferred security debt issuances are includable in Tier 1 capital up to a maximum of 25% of capital on an aggregate basis as they were grandfathered in under BASEL III. Any amount that exceeds 25% qualifies as Tier 2 capital.

Convertible Notes

On May 11, 2018, the Company issued $200 million aggregate principal amount of 2.00% convertible senior notes maturing on May 15, 2038 in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Subsequently on June 7, 2018, an additional $17.5 million in convertible notes were issued as part of the initial offering over-allotment option. In total, the Company issued $217.5 million in convertible notes during the second quarter of 2018. The convertible notes can be converted into shares of the Company’s common stock at an initial rate of 45.0760 shares per $1,000 principal amount of the notes (equivalent to an initial conversion price of approximately $22.18 per share of common stock which represents a premium of 22.5% to the closing stock price on the date of the pricing of the notes). Holders of the convertible notes have the option to convert all or a portion of the notes at any time on or after February 15, 2023. Prior to February 15, 2023, the convertible notes cannot be converted unless under certain specified scenarios. The convertible notes can be called by the Company, in part or in whole, on or after May 20, 2023 for 100% of the principal amount in cash. Holders of the convertible notes also have the option to put the notes back to the Company on May 15, 2023, May 15, 2028, or May 15, 2033 for 100% of the principal amount in cash. The convertible notes can be settled in cash, stock, or a combination of stock and cash at the option of the Company.

The convertible notes were issued as part of the Company’s plan to repurchase its common stock. On April 26, 2018, the Company’s Board of Directors approved a share repurchase program that authorized the Company to use up to $100.0 million of the proceeds from the convertible notes offering to repurchase its common stock. The net proceeds from the offering, after deducting the initial purchaser’s discount, was approximately $213.2 million. Of the total net proceeds, $113.2 million was down-streamed to the Bank as equity and the remaining $100.0 million was allocated for share repurchases. The Company used approximately $76.0 million of the allocated $100.0 million to repurchase shares of its common stock from purchasers of the convertible notes in privately negotiated transactions at a purchase price per share equal to the $18.11 per share closing price of the Company’s common stock on May 11, 2018. The Company repurchased the remaining $24.0 million in stock on the open market during the second and third quarter of 2018.

In accordance with accounting principles, the convertible notes issued by the Company were separated into a debt component and an equity component which represents the stock conversion option. The present value of the convertible notes was calculated based on a discount rate of 4.25%, which represented the current offering rate for similar types of debt without conversion options. The effective life of the convertible notes was estimated to be five years based on the first call and put date. The difference between the principal amount of the notes and the present value was recorded as the convertible note discount and additional paid-in capital. The issuance costs related to the offering were also allocated into a debt component to be capitalized, and an equity component in the same percentage allocation of debt and equity of the convertible note. The value of the convertible note at issuance and carrying value as of June 30, 2019 and December 31, 2018 is presented in the tables below:



					As of June 30, 2019
	Amortization/ Capitalization Period	Gross Carrying Amount			Accumulated Amortization / Capitalization		Carrying Amount
		(Dollars in thousands)
Convertible notes principal balance		$	217,500		$	—	$	217,500
Discount	5 years	(21,880		)	4,580		(17,300		)
Issuance costs to be capitalized	5 years	(4,119		)	896		(3,223		)
Carrying balance of convertible notes		$	191,501		$	5,476	$	196,977



					As of December 31, 2018
	Amortization/ Capitalization Period	Gross Carrying Amount			Accumulated Amortization / Capitalization		Carrying Amount
		(Dollars in thousands)
Convertible notes principal balance		$	217,500		$	—	$	217,500
Discount	5 years	(21,880		)	2,544		(19,336		)
Issuance costs to be capitalized	5 years	(4,119		)	498		(3,621		)
Carrying balance of convertible notes		$	191,501		$	3,042	$	194,543

Interest expense on the convertible notes for the three and six months ended June 30, 2019 totaled $2.3 million and $4.6 million, respectively. Interest expense on the convertible notes for the three and six months ended June 30, 2018 totaled $1.2 million. Interest expense for the Company’s convertible notes includes accrued interest on the convertible note coupon, non-cash interest expense representing the conversion option or note discount, and interest expense from capitalized issuance costs. Non-cash interest expense and issuance cost capitalization expense will only be recorded for the first five outstanding years of the convertible notes. Subsequent to May 15, 2023, interest expense on the convertible notes will consist of only accrued interest on the coupon.