8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 17, 2017

FIRST HAWAIIAN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-14585	99-0156159
(Commission File Number)	(IRS Employer Identification No.)

999 Bishop St., 29th Floor Honolulu, Hawaii	96813
(Address of Principal Executive Offices)	(Zip Code)

(808) 525-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure.

On February 17, 2017, BancWest Corporation (the “Selling Stockholder”), a subsidiary of BNP Paribas, the ultimate parent company of First Hawaiian, Inc. (the “Company”), completed the sale of 3,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at $32.00 per share pursuant to the underwriters’ exercise of their over-allotment option granted in connection with the previously announced underwritten public offering of 25,000,000 shares of Common Stock. The offering was registered pursuant to the Company’s registration statement on Form S-1 (File No. 333-215676), which the Securities and Exchange Commission declared effective on January 31, 2017. The Company did not receive any of the proceeds from the sale of the shares of Common Stock sold by the Selling Stockholder in the offering.

The information in this Form 8-K is being furnished pursuant to Item 7.01, and the information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press release of First Hawaiian, Inc. dated February 17, 2017 announcing exercise and closing of over-allotment option.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

	FIRST HAWAIIAN, INC.
Date: February 17, 2017	By:	/s/ Robert S. Harrison
	Name:	Robert S. Harrison
	Title:	Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of First Hawaiian, Inc. dated February 17, 2017 announcing exercise and closing of over-allotment option.

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EX-99.1

Exhibit 99.1

For Immediate Release

First Hawaiian, Inc. Announces Exercise and Closing of Over-Allotment Option

HONOLULU, February 17, 2017 (GLOBE NEWSWIRE) — First Hawaiian, Inc. (NASDAQ:FHB) (the “Company”) announced today that the underwriters of its previously announced underwritten public offering of 25,000,000 shares of common stock have fully exercised their option to purchase an additional 3,750,000 shares of its common stock at $32.00 per share. The shares were sold by an affiliate of BNP Paribas, the Company’s parent. The exercise of the underwriters’ option closed on February 17, 2017.

Goldman, Sachs & Co., BofA Merrill Lynch, J.P. Morgan and BNP PARIBAS, Barclays, Citigroup, Credit Suisse and Deutsche Bank Securities acted as the joint book-running managers and underwriters for the proposed offering.  Keefe, Bruyette & Woods acted as lead manager and underwriter for the proposed offering.

The prospectus relating to the offering may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, by phone at (866) 471-2526 or by email at prospectusny@ny.gs.com; BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 282001, by email at dg.prospectus_requests@baml.com; J.P. Morgan, Attention: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 866-803-9204; and BNP PARIBAS, by phone at (888) 860-5378.

A registration statement relating to the Company’s common stock has been filed with, and declared effective by, the Securities and Exchange Commission.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

First Hawaiian, Inc.

First Hawaiian, Inc. (NASDAQ:FHB) is a bank holding company headquartered in Honolulu, Hawaii. Its principal subsidiary, First Hawaiian Bank, founded in 1858 under the name Bishop & Company, is Hawaii’s oldest and largest financial institution with branch locations throughout Hawaii, Guam and Saipan. The company offers a comprehensive suite of banking services to consumer and commercial customers including deposit products, loans, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.  Customers may also access their accounts through ATMs, online and mobile banking channels.

Investor Relations Contact:

Kevin Haseyama, (808) 525-6268

ir@fhb.com

Media Contact:

Susan Kam (808) 525-6254

skam@fhb.com