First Financial Northwest, Inc. Announces Receipt of Shareholder Approval for Transaction with Global Credit Union

Rhea-AI Summary

First Financial Northwest, Inc. (NASDAQ GS: FFNW) announced that its shareholders have approved the Purchase and Assumption Agreement with Global Federal Credit Union for the acquisition of substantially all assets and liabilities of First Financial Northwest Bank. Shareholders also approved the voluntary dissolution of the company and the distribution of net assets following the asset sale. The transaction has received approval from the Washington State Department of Financial Institutions but still requires regulatory approvals from the FDIC and NCUA.

The company cautioned that there is no assurance of obtaining these final approvals or whether there will be unacceptably burdensome conditions attached. First Financial Northwest Bank currently operates 15 full-service banking offices in the Puget Sound Region.

Positive

• Shareholder approval obtained for the asset sale to Global Federal Credit Union
• Approval received from Washington State Department of Financial Institutions
• Potential for asset distribution to shareholders following dissolution

Negative

• Pending regulatory approvals from FDIC and NCUA create uncertainty
• Possibility of burdensome conditions in final regulatory approvals
• Planned dissolution of the company following asset sale

RENTON, Wash., July 19, 2024 (GLOBE NEWSWIRE) -- First Financial Northwest, Inc. (the “Company”) (NASDAQ GS: FFNW), the holding company for First Financial Northwest Bank (the “Bank”), today announced that the preliminary vote count indicates that its shareholders approved the Purchase and Assumption Agreement, dated January 10, 2024, by and among the Company, the Bank and Global Federal Credit Union (“Global”), which provides for Global’s acquisition of substantially all of the assets and assumption of substantially all of the liabilities (including deposit liabilities) of the Bank (the “asset sale”). Based on the preliminary vote counts, shareholders also approved a proposal to voluntarily dissolve the Company and distribute its net assets following the completion of the asset sale and approved, on an advisory basis, the compensation that may be paid or may become payable to certain executive officers of the Company in connection with the asset sale. Final voting results of the special meeting of shareholders held on July 19, 2024, will be filed by the Company on a Form 8-K within four business days.

The Bank previously received required regulatory approvals from the Washington State Department of Financial Institutions in connection with the asset sale and Bank liquidation, but consummation of the asset sale remains subject to the required regulatory approvals from the Federal Deposit Insurance Corporation (“FDIC”) and the National Credit Union Administration (“NCUA”), which have not yet been obtained. The Company cannot provide any assurance as to whether they will obtain the required final regulatory approvals from the FDIC and the NCUA, when such approvals will be received, or whether there will be conditions in such approvals that are unacceptably burdensome to the Company or Global.

First Financial Northwest, Inc. is the parent company of First Financial Northwest Bank; an FDIC insured Washington State-chartered commercial bank headquartered in Renton, Washington, serving the Puget Sound Region through 15 full-service banking offices. For additional information about us, please visit our website at ffnwb.com and click on the “Investor Relations” link at the bottom of the page.

Forward-looking statements:
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events many of which are inherently uncertain and outside of our control. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, our pending transaction with Global Federal Credit Union (“Global”) whereby Global, pursuant to the definitive purchase and assumption agreement (the “P&A Agreement”), will acquire substantially all of the assets and assume substantially all of the liabilities of the Bank, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based on current management expectations and may, therefore, involve risks and uncertainties. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the parties to terminate the P&A Agreement; delays in completing the P&A Agreement; the failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Global transaction, including the P&A Agreement, on a timely basis or at all; delays or other circumstances arising from the dissolution of the Bank and the Company following completion of the P&A Agreement; diversion of management’s attention from ongoing business operations and opportunities during the pending Global transaction; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of the Global transaction; potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth; changes in the interest rate environment, including the recent increases in the Federal Reserve benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; the impact of continuing high inflation and the current and future monetary policies of the Federal Reserve in response thereto; the effects of any federal government shutdown; increased competitive pressures; legislative and regulatory changes; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; effects of critical accounting policies and judgments, including the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – that are available on our website at www.ffnwb.com and on the SEC’s website at www.sec.gov.

Any of the forward-looking statements that we make in this Press Release and in the other public statements are based upon management’s beliefs and assumptions at the time they are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

For more information, contact:
Joseph W. Kiley III, President and Chief Executive Officer
Rich Jacobson, Executive Vice President and Chief Financial Officer
(425) 255-4400

FAQ

What did First Financial Northwest (FFNW) shareholders approve on July 19, 2024?

FFNW shareholders approved the Purchase and Assumption Agreement with Global Federal Credit Union for the sale of substantially all assets and liabilities of First Financial Northwest Bank, the voluntary dissolution of the company, and the distribution of net assets after the sale.

Which regulatory approvals are still pending for First Financial Northwest's (FFNW) asset sale?

FFNW is still awaiting regulatory approvals from the Federal Deposit Insurance (FDIC) and the National Credit Union Administration (NCUA) for the asset sale to Global Federal Credit Union.

What risks are associated with First Financial Northwest's (FFNW) pending asset sale?

Risks include the possibility of not obtaining required regulatory approvals from the FDIC and NCUA, potential delays in receiving approvals, and the chance of unacceptably burdensome conditions being attached to the approvals.

How many banking offices does First Financial Northwest Bank (FFNW) currently operate?

First Financial Northwest Bank currently operates 15 full-service banking offices in the Puget Sound Region.