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As filed with the Securities and Exchange Commission on March 12, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Washington
Federal, Inc.
(Name of Subject Company (Issuer))
Washington Federal, Inc.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $1.00 per share
(Title of Class of Securities)
938824109
(CUSIP Number
of Class of Securities)
(Underlying Common Stock)
Vincent L. Beatty
Chief
Financial Officer
Washington Federal, Inc.
425 Pike Street
Seattle,
Washington 98101
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing
person)
Copies to:
Samir
A. Gandhi, Esq.
Sidley Austin LLP
787 7th Ave
New York,
New York 10019
(212)
839-5360
CALCULATION OF FILING FEE
TRANSACTION VALUATION | AMOUNT OF FILING FEE | |
$290,000,000* | $31,639.00** |
* |
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** |
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Amount Previously Paid: | $31,639.00 | |
Form or Registration No.: | Schedule TO | |
Filing Party: | Washington Federal, Inc. | |
Date Filed: | February 9, 2021 |
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Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ |
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☒ |
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Check the following box if the filing is a final amendment reporting the results of the tender
offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and
Exchange Commission by Washington Federal, Inc., a Washington corporation (the Company), on February 9, 2021 (together with all subsequent amendments and supplements thereto, the Schedule TO), in connection with the
Companys offer to purchase for cash up to $290,000,000 of its common stock, $1.00 par value per share (the shares), at a price per share of not less than $26.50 and not more than $31.00 in cash, without interest and subject to any
applicable withholding taxes.
Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein,
the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the
Schedule TO, the Offer to Purchase, dated February 9, 2021, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Item 1. |
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Item 11 is hereby amended and supplemented as follows:
On March 12, 2021, Washington Federal, Inc. issued a press release announcing the final results of the tender offer, which expired at
12:00 midnight, New York City time, at the end of the day on March 9, 2021. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the
Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(iii) Press release announcing final results of
the tender offer, dated March 12, 2021.
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Exhibit Index
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** |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: March 12, 2021
WASHINGTON FEDERAL, INC. | ||
By: |
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Name: Vincent L. Beatty | ||
Title: Executive Vice President and Chief Financial Officer |
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The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
On May - May 10, 2022
Quarterly report [Sections 13 or 15(d)] - May 3, 2022