Pathward Financial, Inc. Files 8-K with Material Agreement

Ticker: CASH · Form: 8-K · Filed: Aug 29, 2024 · CIK: 907471

Pathward Financial, INC. 8-K Filing Summary
FieldDetail
CompanyPathward Financial, INC. (CASH)
Form Type8-K
Filed DateAug 29, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$617.1 million, $31.2 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, filing, regulation-fd

Related Tickers: PATH

TL;DR

PATH just filed an 8-K for a material definitive agreement - big news incoming.

AI Summary

On August 28, 2024, Pathward Financial, Inc. entered into a material definitive agreement. The company also made a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant new agreement for Pathward Financial, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Pathward Financial, Inc. on August 28, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What other items are included in this 8-K filing?

This 8-K filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits.

When was Pathward Financial, Inc. incorporated?

Pathward Financial, Inc. was incorporated in Delaware.

What is the principal executive office address for Pathward Financial, Inc.?

The principal executive offices are located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

What is the Commission File Number for Pathward Financial, Inc.?

The Commission File Number for Pathward Financial, Inc. is 0-22140.

Filing Stats: 1,608 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2024-08-28 20:22:27

Key Financial Figures

Filing Documents

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. On August 28, 2024, Pathward, N.A. ("Pathward") a wholly owned subsidiary of Pathward Financial, Inc. (the "Company"), entered into an Asset Purchase and Sale Agreement (the "Purchase Agreement"), with AFS IBEX Financial Services, LLC ("Purchaser") and Honor Capital Holdings, LLC as guarantor ("Guarantor") pursuant to which Pathward agreed to sell to the Purchaser (the "Transaction") substantially all of the assets and liabilities related to Pathward's commercial insurance premium finance business (the "Business"). The cash purchase price to be paid by the Purchaser at the closing consists of the final net asset value of the assets purchased pursuant to the Purchase Agreement, which was $617.1 million as of June 30, 2024, plus a $31.2 million premium, subject to fluctuations in the Business' loan portfolio, plus the assumption by Purchaser of certain liabilities relating to the Business, subject to adjustment pursuant to the terms of the Purchase Agreement (the "Purchase Price"). The Purchaser's obligations under the Purchase Agreement, including but not limited to payment of the Purchase Price, are guaranteed by Guarantor. Consummation of the Transaction is subject to the satisfaction or waiver of certain customary conditions. The Purchase Agreement contains customary termination rights permitting each party to terminate the Purchase Agreement under certain specified circumstances. The Purchase Agreement contains customary representations, warranties and covenants, as well as certain indemnification provisions. The foregoing description of the Purchase Agreement does not purport to be complete, and is subject to, and qualified in its entirety by, the terms of the Purchase Agreement, which is filed as Exhibit 2.01 to this Current Report on Form 8-K and is incorporated herein by reference. The Purchase Agreement has been included as an exhibit hereto and summarized above solely to provide security holders with info

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 28, 2024, the Company issued a press release announcing Pathward's entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. The Company will host a conference call and webcast with corresponding presentation at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) on Thursday, August 29, 2024. The live webcast of the call can be accessed from Pathward's Investor Relations website at www.pathwardfinancial.com. Telephone participants may access the conference call by dialing 1-833-470-1428 approximately 10 minutes prior to start time and reference access code 675477. Information is being furnished herein in Exhibit 99.2 with respect to the Investor Update slide presentation prepared for use in connection with the Company's conference call and webcast. The Investor Update slide presentation is dated August 28, 2024 and the Company does not undertake to update the materials after that date. This presentation is also available under the Presentations link in the Investor Relations – Events & Presentations section of the Company's website at https://pathwardfinancial.com. The information in this Item 7.01, including Exhibit 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, except to the extent specifically provided in any such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2. 1 Asset Purchase and Sale Agreement dated August 28, 2024, among Pathward, N.A., as seller, and AFS IBEX Financial Services, LLC as Purchaser and Honor Capital Holdings, LLC as Guarantor* 99.1 Press Release of Pathward Financial, Inc. dated August 28, 2024. 99.2 Investor Update slide presentation dated August 28, 2024 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document). *The annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such annexes, schedules and exhibits, or any section thereof, to the SEC upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains certain "forward-looking statements" which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information currently available to us and assumptions about future events, and include statements with respect to the Company's beliefs, expectations, estimates, and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company's control. Among other things, these forward-looking statements include expectations concerning the estimated closing cash purchase price of the Transaction, expected timetable for completing the Transaction, and benefits of the Transaction to the Company. The Company's actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include but are not limited to: uncertainty as to whether the Transaction will be completed in a timely manner or at all; the conditions precedent to completion of the Transaction, including the ability to secure applicable third-party consents in a timely manner or at all or on expected terms; and risks of unexpected costs, liabilities or delays. We caution you not to place undue reliance on these forward-looking statements. The forward-looking statements included in this Current Report speak only as of the date hereof. Except as may be required by law, the Company does not undertake any obligation to make any revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring after the date of this Current Report. Additional discussions of risk factors affecting the Company's business and prospects are reflected

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing