8-K
filed March 1, 2024, 6:59 PM ET
CIK 0001475348
M&A
confidence high
sentiment neutral
materiality 1.00
Luther Burbank Corp: M&A transaction — Luther Burbank completes merger with WaFd; shares delisted from Nasdaq
Luther Burbank Corp
- Each LBC share converted into 0.3353 shares of WaFd common stock plus cash for fractional shares.
- Total consideration of approximately 17,088,993 shares of WaFd common stock issued.
- Effective March 1, 2024; LBC common stock suspended from trading on Nasdaq.
- All Luther Burbank directors and executive officers resigned; two former directors joined WaFd board.
- Luther Burbank's articles and bylaws ceased; WaFd's governing documents remain in effect.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
M. Max Yzaguirre was appointed as Director at Luther Burbank Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
At the Effective Time, in accordance with the terms of the Merger Agreement, each of Luther Burbank’s directors and executive officers ceased serving in such capacities and Bradley M. Shuster and M. Max Yzaguirre, two former directors of Luther Burbank, were appointed to serve as directors of WaFd and WaFd Bank, in each case effective at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bradley M. Shuster departed as Director at Luther Burbank Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
At the Effective Time, in accordance with the terms of the Merger Agreement, each of Luther Burbank’s directors and executive officers ceased serving in such capacities and Bradley M. Shuster and M. Max Yzaguirre, two former directors of Luther Burbank, were appointed to serve as directors of WaFd and WaFd Bank, in each case effective at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
M. Max Yzaguirre departed as Director at Luther Burbank Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
At the Effective Time, in accordance with the terms of the Merger Agreement, each of Luther Burbank’s directors and executive officers ceased serving in such capacities and Bradley M. Shuster and M. Max Yzaguirre, two former directors of Luther Burbank, were appointed to serve as directors of WaFd and WaFd Bank, in each case effective at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bradley M. Shuster was appointed as Director at Luther Burbank Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
At the Effective Time, in accordance with the terms of the Merger Agreement, each of Luther Burbank’s directors and executive officers ceased serving in such capacities and Bradley M. Shuster and M. Max Yzaguirre, two former directors of Luther Burbank, were appointed to serve as directors of WaFd and WaFd Bank, in each case effective at the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Luther Burbank Corp: Luther Burbank's articles of incorporation and bylaws ceased to be in effect due to merger with WaFd.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, Luther Burbank’s Articles of Incorporation and Amended and Restated Bylaws ceased to be in effect by operation of law.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Luther Burbank Corp underwent a change of control involving WaFd, Inc. for 0.3353 shares of WaFd common stock per share (closed 2024-02-29).
- Action
- change of control
- Counterparty
- WaFd, Inc.
- Consideration
- 0.3353 shares of WaFd common stock per share
- Closing
- 2024-02-29
Exact text from the filing
Merger Agreement, each share of Luther Burbank common stock, no par value per share (“ LBC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 0.3353 shares of WaFd common stock, par value $1.00 per share (“ WaFd Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional shares (the “ Merger
View on SEC.gov
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