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Controversial bid for Territorial in Hawaii wins shareholder backing

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Controversial bid for Territorial in Hawaii wins shareholder backing


Shareholders of Territorial Bancorp in Honolulu approved the company’s planned sale to Hope Bancorp in Los Angeles.

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Shareholders of Territorial Bancorp in Honolulu on Wednesday voted in favor of a sale to Los Angeles-based Hope Bancorp, ending a contentious and protracted campaign to derail the deal and paving a path to close it by the end of this year.

The deal, announced in April, faced major hurdles in recent weeks after an investor group stepped in with a competing offer — and a higher price tag — that called into question the merits of Hope’s offer. The shareholder vote was originally scheduled for October but was delayed to muster support.

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The combination still needs regulatory approval.

“We expect our combination with Bank of Hope to strengthen Territorial for the long term, providing many advantages for our customers and employees as we become part of a larger organization with greater resources, enhanced technology platforms, and an expanded array of banking products and services,” Territorial Chairman and CEO Allan Kitagawa said in a press release after the vote. “We greatly appreciate the hard work of our employees and their unwavering commitment to delivering outstanding service as we progress toward the closing of this transaction.”

The $17.4 billion-asset Hope agreed in April to an all-stock deal valued at $78.6 million. Hope previously said its offer priced Territorial at $8.82 per share and that it expected to close the transaction by Dec. 31.

However, an investor group led by Blue Hill Advisors and former Bank of Hawaii CEO Allan Landon made a competing offer in August. Its initial cash bid valued Territorial at $12 per share. It later upped that to $12.50 per share.

“We think our offer is clearly superior,” Landon said in an interview ahead of the vote.

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Territorial’s shares traded above $11 on Wednesday.

Landon said the Hope offer came before the Federal Reserve made clear that it planned to cut interest rates and provide relief to community banks such as Territorial, whose securities portfolios and earnings have been under pressure. The Fed lowered its benchmark interest rate by 50 basis points in September and signaled more reductions could follow.

Territorial swung to a third-quarter net loss of $1.3 million, or 15 cents per share, from year-earlier net income of $880,000, or 10 cents per share. Territorial holds older bonds and other assets at low rates and had to pay more for deposits over the past couple years. As a result, its third-quarter net interest income decreased by nearly $2.6 million from a year earlier to $7.5 million.

However, with rates now declining, Landon said the bank’s earnings are poised to recover, and Territorial was worth more than the Hope offer implied.

Before the vote, Yakira Capital Management, one of Territorial’s largest shareholders, urged the bank to consider the Blue Hill offer, calling it financially superior.

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“We continue to question why the board is so vehemently against an offer that provides approximately 25% more value for shareholders,” the Westport, Connecticut-based investment manager said. It owns more than 1% of Territorial’s shares. 

That statement came on the heels of proxy advisor Institutional Shareholder Services supporting consideration of the Blue Hill offer.

However, ISS reversed its position ahead of the vote, and proxy advisor Glass Lewis also recommended that shareholders get behind the Hope deal.

In a letter to shareholders last week, Territorial’s board said it remained committed to the Hope deal. The board said the Blue Hill bid presented too many uncertainties and ultimately did not appear stronger than the Hope package when all factors were considered.

The $2.2 billion-asset bank’s board said that the Blue Hill offer was made on behalf of investors who had not presented sufficient evidence that they had the financial wherewithal to follow through on their offer or the expertise to secure regulatory approvals.

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Territorial also said it would have to pay Hope a $3 million termination fee to pursue the investor group’s offer — an expensive risk given uncertainty about whether the competing offer was sound.

The Blue Hill-led group in October provided an addendum to its offer to provide additional details about the “seven seasoned bank investors backing the proposal, whose individual expressions of interest in acquiring Territorial shares total $134 million,” according to a press release at the time. “That is $26 million more than the amount required to tender for 100% of Territorial’s shares at a price of $12.50 per share.”

The investors collectively manage $3.4 billion “and comprise a mix of funds, family offices and private investors who have executed hundreds of transactions like this,” according to the group’s press release.

Territorial’s shareholder vote was webcast Wednesday afternoon Eastern time. Executives, who were not immediately available to comment, said on the webcast that a majority of shareholders voted in favor of the Hope sale. They said a precise tally would follow in a forthcoming Securities and Exchange Commission filing.

A Blue Hill spokesman said Wednesday the group would await the SEC filing before commenting.

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New luau, cultural performances are coming to Ko Olina on Oahu

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New luau, cultural performances are coming to Ko Olina on Oahu


With the popular luau Paradise Cove Luau in the Ko Olina development on Oahu set to close at the end of the year, and following the announcement of a Duke’s Restaurant opening in Ko Olina, plans have been revealed for a new cultural framework and cultural programming.

The Native Hawaiian-led organization Hawaiian Council will be taking the lead, creating cultural workshops, such as lei making and lauhala weaving, for residents and visitors. It’s also planned two major productions in 2026: A luau with Hawaiian, Tahitian and Samoan storytelling and a play titled “The Epic Tale of Hiiaka.”

“As native Hawaiians, our culture holds the stories, truths and responsibilities of this place — our island home,” said Kuhio Lewis, CEO of Hawaiian Council. “What we are building with Ko Olina is far more than a set of programs. It is a cultural foundation that restores dignity to our traditions, opens doors for our people and ensures that Hawaiian stories are told by Hawaiian voices.”

Jeffrey Stone, the master developer of Ko Olina Resort, added, “Ko Olina today stands at the threshold of a new era, one centered on embracing native Hawaiian culture and restoring the original intent and spirit of Hawaiian hospitality. This renewed vision recognizes the profound responsibility Ko Olina holds as one of Hawaii’s premier resort destinations to honor culture, uplift community and model what the future of tourism in Hawaii can and should be.”

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Ko Olina, on Oahu’s western side, also houses the Four Seasons Resort Ohau at Ko Olina and Disney’s Aulani Resort. 



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Hawaii Beat Writer Answers Five Questions About Hawaii, Cal’s Bowl Opponent

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Hawaii Beat Writer Answers Five Questions About Hawaii, Cal’s Bowl Opponent


Each week before Cal plays a football game, we ask someone who covers Cal’s next opponent five questions about that opponent.

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To answer questions about Cal’s Hawaii Bowl opponent Hawaii this week we enlisted the services of Stephen Tsai, who covers Hawaii football for the Honolulu Star-Advertiser and has been named Hawaii sports writer of the year seven times.

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We were particularly intrigued by his answer to Question No. 5, where Tsai noted that there would portably be no Hawaii Bowl without Rolovich, a former Hawaii head coach and Cal’s interim head coach for the Hawaii Bowl.

—1. Every team has a home-field advantage, but it seems Hawaii has been even better than most teams at home. Is that true, and if so, why?

There are several obstacles for visiting teams. There’s the time difference. Hawaii games usually kick off at 6 p.m., which is midnight on the East Coast during daylight savings time, 11 p.m. for standard time. Because the Ching Complex is a temporary home venue, there are open areas in the corners, allowing for cross winds that affect field-goal attempts. The so-called “Manoa Mist” also impacts the ball-handling positions.

The visiting team is assigned a makeshift locker room combining the neighboring baseball stadium’s locker room and part of the concourse. Before the walls were built, the concourse area was cordoned off with curtains. Nothing like being near concession stands while preparing for a football game. Because of the time difference, a team can depart the West Coast in the morning and practice in Hawaii that afternoon. In contrast, teams lose preparation time for the next game when traveling back to the mainland. 

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—2. How much will the absence of all-conference wide receiver Jackson Harris affect Hawaii’s offense?

Aside from the deep threat — he had four TDs of 70-plus yards — Harris was sure-handed (three drops in 74 targets), clutch on scramble plays (37 of his 49 receptions resulted in first downs), and used his height and reach to attack 50-50 balls. As the left wideout, Harris benefited from left-handed QB Micah Alejado’s rollouts and left slotback Pofele Ashlock’s decoy routes.

Hawaii has experienced wideouts in Karsyn Pupunu and Brandon White, but the Warriors will have to be creative to make up for Harris’ deep-pass threat. 

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—3. Assess the abilities of Hawaii quarterback Micah Alejado.

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Alejado is accurate and has a coach’s knowledge of the Warriors’ read-and-attack, four-wide offense. He’s quick to decipher schemes with pre-snap reads. At 5-10, Alejado is like the detective behind a one-way mirror. He can find receivers yet it is a challenge for defenders to see him behind a taller offensive line. 

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—4. Who are the top two or three players on Hawaii’s offense and defense?

Alejado, running back Landon Sims and left guard and Zhen Sotelo are the impact players on offense. Jalen Smith, who can play both linebacker spots, and De’Jon Benton, who lines up as 3-tech tackle or end, provide defensive versatility. An opposing coach mused that UH could run a 1-10 formation with Benton. 

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—5. Do Hawaii fans still remember Nick Rolovich, who is Cal’s interim head coach for the Hawaii Bowl?

Without Rolo, there probably would not be a Hawaii Bowl. He threw eight touchdown passes to help the Warriors stomp then-unbeaten BYU in the 2001 regular-season finale. But with no postseason bowl invitation for the 9-3 Warriors, the leaders of UH, WAC and ESPN created the Hawaii Bowl the next year.

Rolo was innovative as a UH offensive coordinator and play-calling head coach. He ran his variation of June Jones’ run-and-shoot offense. He also provided entertainment, bringing an Elvis impersonator to media day; awarding a scholarship at a wrestling match and another in a koala cage at an Australian zoo; and designing a rivalry trophy for the matchup against UNLV.

On the road, he once conducted a quarterbacks’ meeting in the hotel jacuzzi. He also coined the popular phrase: Live aloha, play Warrior.

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2 people arrested after woman, 60, found dead in Hawaii Kai home | Honolulu Star-Advertiser

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2 people arrested after woman, 60, found dead in Hawaii Kai home | Honolulu Star-Advertiser


Honolulu police opened a murder investigation today after finding the body of a 60-year-old woman while doing a welfare check at a Hawaii Kai home.

Police said officers arrested the victim’s 29-year-old son and a 27-year-old woman who were inside the residence and identified as suspects.

After receiving a 10:25 a.m. welfare check call, HPD officers responded to a home on the 6200 block of Upolo Place and found a woman dead on the floor inside the residence.

“Preliminary investigation revealed the woman sustained fatal injuries,” HPD said.

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The two suspects were arrested on suspicion of second-degree murder and the investigation is ongoing, according to police.




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