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):  May 26, 2021

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware	001-31830	95-4274680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California	90012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 625-4700

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	CATY	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

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. ☐

Item 8.01. Other Events.

On May 26, 2021, Cathay General Bancorp (the “Company”) issued a press release announcing that its subsidiary bank, Cathay Bank, has entered into a purchase and assumption agreement with HSBC Bank USA, National Association (“HSBC”), to purchase ten HSBC retail branches in California and additional loans and deposits associated with HSBC’s West Coast mass retail market consumer banking business and retail business banking business.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the exhibit attached to this Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other factors include, but are not limited to, the Company’s ability to realize anticipated cost savings, economies of scale and/or revenue and business franchise enhancements from the proposed transaction within expected time frames or at all; whether governmental approvals for the proposed transaction will be obtained within expected time frames or at all; whether the other conditions to the closing of the proposed transaction are satisfied; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the proposed transaction, including difficulties in maintaining relationships with employees and customers, may be greater than expected; local, regional, national and international economic and market conditions and events and the impact they may have on customers, assets, and liabilities of the Company and HSBC; the Company’s success at managing the risks involved in the foregoing items and all other factors set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020, and particularly the discussion of risk factors within that document. Actual results in any future period may also vary from any past results discussed in this Form 8-K and the exhibit attached to this Form 8-K.  Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements.  Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company undertakes no obligation to update or review any forward-looking statement to reflect circumstances, developments or events occurring after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release of Cathay General Bancorp, dated May 26, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

Date:  May 26, 2021

CATHAY GENERAL BANCORP

By:	/s/ Heng W. Chen
	Heng W. Chen
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Cathay Bank To Acquire 10 Branches And Select West Coast Loans And Deposits From HSBC

LOS ANGELES, May 26, 2021 /PRNewswire/ -- Cathay General Bancorp (Nasdaq: CATY) announced that its subsidiary bank, Cathay Bank, has entered into a purchase and assumption agreement with HSBC Bank USA, National Association ("HSBC"), to purchase 10 HSBC retail branches in California and additional loans and deposits associated with HSBC's West Coast mass retail market consumer banking business and retail business banking business.

Cathay General Bancorp Executive Chairman Dunson K. Cheng stated, "This transaction will broaden the reach of our Northern and Southern California branch network. As we continue to grow and expand, the ability to provide our clients added ease in accessing banking services is a significant step in our journey."

Chang M. Liu, President and Chief Executive Officer of Cathay General Bancorp, said, "We are excited to continue our long history of banking in the California community. The transaction complements our footprint and strengthens our ability to serve our communities and clients well and long into the future."

Under the terms of the purchase and assumption agreement, Cathay Bank will acquire 10 HSBC branches and purchase and assume additional deposit liabilities and assets, including residential mortgage loans, retail business banking loans and personal loans associated with HSBC's West Coast mass retail market consumer banking business and retail business banking business. Cathay Bank is not acquiring or assuming loans or assets associated with HSBC's brokerage business, its private banking and high net worth businesses or its non-retail business banking business. The transaction is expected to be completed during the first quarter of 2022, subject to regulatory approval. As of March 31, 2021, the total acquired loans were approximately $0.8 billion and total deposit were approximately $1 billion. The financial terms of the agreement were not disclosed. The transaction is expected to be approximately 2.0% accretive to Cathay General Bancorp's GAAP 2022 earnings per share, on a run-rate basis, excluding any one-time transaction costs and restructuring expenses.

Wachtell, Lipton Rosen & Katz is serving as legal counsel to Cathay Bank.

ABOUT CATHAY GENERAL BANCORP

Cathay General Bancorp is the holding company for Cathay Bank, a California state-chartered bank. Cathay General Bancorp's website is found at www.cathaygeneralbancorp.com. Founded in 1962, Cathay Bank offers a wide range of financial services. Cathay Bank currently operates 38 branches in California, 10 branches in New York State, four in Washington State, three in the Chicago, two in Texas, one in Maryland, one in Massachusetts, one in Nevada, one in New Jersey, one in Hong Kong, and a representative office in Beijing, Shanghai and Taipei. Cathay Bank's website is found at www.cathaybank.com.

FORWARD-LOOKING STATEMENTS

Statements made in this press release, other than statements of historical fact, are forward looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management's beliefs, projections, and assumptions concerning future results and events. These forward-looking statements may include, but are not limited to, such words as "aims," "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "hopes," "intends," "may," "plans," "projects," "predicts," "potential," "possible," "optimistic," "seeks," "shall," "should," "will," and variations of these words and similar expressions. Forward-looking statements are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other factors include, but are not limited to, Cathay General Bancorp's ability to realize anticipated cost savings, economies of scale and/or revenue and business franchise enhancements from the proposed transaction within expected time frames or at all; whether governmental approvals for the proposed transaction will be obtained within expected time frames or at all; whether the other conditions to the closing of the proposed transaction are satisfied; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the proposed transaction, including difficulties in maintaining relationships with employees and customers, may be greater than expected; local, regional, national and international economic and market conditions and events and the impact they may have on customers, assets, and liabilities of Cathay General Bancorp and HSBC; Cathay General Bancorp's success at managing the risks involved in the foregoing items and all other factors set forth in Cathay General Bancorp's filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2020, and particularly the discussion of risk factors within that document. Actual results in any future period may also vary from any past results discussed in this press release.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Cathay General Bancorp undertakes no obligation to update or review any forward-looking statement to reflect circumstances, developments or events occurring after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Contact: Heng W. Chen, (626) 279-3652

XML

Document And Entity Information	May 26, 2021
Cover [Abstract]
Document, Type	8-K
Amendment Flag	false
Document, Period End Date	May 26, 2021
Entity, Registrant Name	CATHAY GENERAL BANCORP
Entity Central Index Key	0000861842
Entity, Emerging Growth Company	false
Entity, File Number	001-31830
Entity, Incorporation, State or Country Code	DE
Entity, Tax Identification Number	95-4274680
Entity, Address, Address Line One	777 North Broadway
Entity, Address, City or Town	Los Angeles
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	90012
City Area Code	213
Local Phone Number	625-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	CATY
Security Exchange Name	NASDAQ