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Section 1: 8-K (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): September 12, 2018

 

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Massachusetts

 

001-37778

 

81-1607465

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification Number

 

770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

 

(508) 895-1000

(Registrant’s telephone number, including area code)

 


 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. o

 

 

 



 

Item 8.01                                           Other Events

 

On September 12, 2018, HarborOne Bancorp, Inc. (the “Company”) issued a press release announcing that it has received the requisite regulatory approvals from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Division of Banks and the Rhode Island Department of Business Regulation necessary to complete its acquisition of Coastway Bancorp, Inc. (“Coastway”) and the related merger of Coastway Community Bank with and into HarborOne Bank.

 

The Company and Coastway have set October 5, 2018 as the closing date for the merger, subject to the satisfaction of customary closing conditions.

 

A copy of that press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference herein.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                   Exhibits

 

Number

 

Description

 

 

 

99.1

 

Press Release dated September 12, 2018

 

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SIGNATURE

 

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

 

 

HARBORONE BANCORP, INC.

 

 

 

 

By:

/s/ Joseph F. Casey

 

Name:

Joseph F. Casey

 

Title:

President and Chief Operating Officer

 

 

 

Date:  September 12, 2018

 

 

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

HarborOne Bancorp, Inc. Announces Receipt of Regulatory Approvals for Its Acquisition of Coastway Bancorp, Inc.

 

BROCKTON, MA — September 12, 2018 — HarborOne Bancorp, Inc. (the “Company”), Brockton, MA (NASDAQ: HONE), the holding company for HarborOne Bank (the “Bank”) today announced that it has received the requisite regulatory approvals from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Division of Banks and the Rhode Island Department of Business Regulation necessary to complete the acquisition of Coastway Bancorp, Inc. (“Coastway”) and the related merger of Coastway Community Bank with and into the Bank.

 

The Company and Coastway have set October 5, 2018 as the closing date for the merger, subject to the satisfaction of customary closing conditions.

 

About HarborOne Bancorp, Inc.

 

HarborOne Bancorp, Inc. is the holding company for HarborOne Bank, the largest co-operative bank in New England. HarborOne Bank serves the financial needs of consumers, businesses, and municipalities throughout Eastern Massachusetts through a network of 14 full-service branches, two limited service branches, two commercial loan offices in Boston, Massachusetts and Providence, Rhode Island, a residential lending office in Westford, Massachusetts, and 13 free-standing ATMs. HarborOne Bank also provides a range of educational services through “HarborOne U,” with classes on small business, financial literacy and personal enrichment at two campuses located adjacent to our Brockton and Mansfield locations. HarborOne Mortgage, LLC, a subsidiary of HarborOne Bank, is a full-service mortgage lender with 34 offices in Massachusetts, New Hampshire and Maine, and also does business in seven additional states.

 

Forward-Looking Statements

 

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, the ability of the Company and Coastway to achieve the synergies and value creation contemplated by the proposed acquisition; the

 



 

Company and Coastway’s ability to successfully integrate operations in the proposed acquisition; the effect of the announcement of the proposed acquisition on the ability of Coastway to maintain relationships with its key partners, customers and employees, and on its operating business generally; adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; changes in the value of securities in the Company’s investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in the Annual Report on Form 10 K and Quarterly Reports on Form 10 Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, HarborOne Bancorp, Inc.’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.

 


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