08/13/2024 | Press release | Distributed by Public on 08/13/2024 06:32
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Hawaii
(State or other jurisdiction of incorporation or organization)
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45-4849780
(I.R.S. Employer Identification Number)
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| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
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ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND MORE INFORMATION
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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THE COMPANY
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RISK FACTORS
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USE OF PROCEEDS
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DESCRIPTION OF SECURITIES
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF DEPOSITARY SHARES
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| | | | 16 | | |
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DESCRIPTION OF WARRANTS
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| | | | 18 | | |
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DESCRIPTION OF SUBSCRIPTION RIGHTS
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| | | | 19 | | |
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DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
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| | | | 20 | | |
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
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| | | | 21 | | |
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PLAN OF DISTRIBUTION
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| | | | 39 | | |
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LEGAL MATTERS
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| | | | 40 | | |
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EXPERTS
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| | | | 41 | | |
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Securities and Exchange Commission Registration Fee
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| | | $ | * | | |
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Accounting Fees and Expenses
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| | | $ | ** | | |
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Legal Fees and Expenses
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| | | $ | * | | |
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Printing Fees
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| | | $ | ** | | |
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Transfer Agents and Trustees' Fees and Expenses
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| | | $ | * | | |
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Rating Agency Fees
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| | | $ | ** | | |
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Stock Exchange Listing Fees
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| | | $ | * | | |
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Miscellaneous
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| | | $ | ** | | |
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Total
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Exhibit No.
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Description of Exhibits
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3.1
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3.2
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3.3*
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| | Form of Certificate of Amendment with respect to any preferred stock issued hereunder. | |
4.1
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4.2*
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| | Form of Depositary Agreement (including form of Depositary Receipt). | |
4.3*
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| | Form of Warrant Agreement (including form of Warrant Certificate). | |
4.4*
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| | Form of Subscription Rights Agreement (including form of Subscription Rights Certificate). | |
4.5*
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| | Form of Purchase Contract Agreement (including form of Purchase Contract Certificate). | |
4.6*
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| | Form of Purchase Unit Agreement (including form of Purchase Unit Certificate). | |
5.1
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Opinion of Cades Schutte LLP regarding legality of the capital stock of the registrant.
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5.2
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain matters of the registrant.
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8.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.
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21.1
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23.1
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Consent of Cades Schutte LLP (included in Exhibit 5.1).
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
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23.3
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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24.1
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Powers of Attorney (included on signature pages hereto).
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107
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Filing Fee Table.
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Signature
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Title
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Date
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/s/ Lance K. Parker
Lance K. Parker
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President and Chief Executive Officer, Director (Principal Executive Officer)
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August 13, 2024
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/s/ Clayton K.Y. Chun
Clayton K.Y. Chun
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Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
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August 13, 2024
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/s/ Anthony J. Tommasino
Anthony J. Tommasino
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Vice President and Controller (Principal Accounting Officer)
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August 13, 2024
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/s/ Diana M. Laing
Diana M. Laing
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Director
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August 13, 2024
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/s/ John T. Leong
John T. Leong
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Director
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August 13, 2024
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/s/ Thomas A. Lewis, Jr.
Thomas A. Lewis, Jr.
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Director
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August 13, 2024
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/s/ Shelee M. T. Kimura
Shelee M. T. Kimura
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Director
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August 13, 2024
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Signature
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Title
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Date
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/s/ Douglas M. Pasquale
Douglas M. Pasquale
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Director
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August 13, 2024
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/s/ Eric K. Yeaman
Eric K. Yeaman
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Chairman of the Board
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August 13, 2024
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