Current Report Filing (8-k)
January 12 2022 - 3:23PM
Edgar (US Regulatory)
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2022-01-11
2022-01-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 11, 2022
HOMESTREET, INC.
(Exact name of registrant as specified in its
charter)
Washington
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001-35424
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91-0186600
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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601 Union Street, Ste. 2000, Seattle, WA 98101
(Address of principal executive offices) (Zip
Code)
(206) 623-3050
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, No Par Value
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HMST
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Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth Company
☐ If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 12(a) of the Exchange Act.
Item 8.01 Other Events
On January 11, 2022, HomeStreet, Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of
the underwriters listed in Schedule I thereto (the “Underwriters”), relating to a public offering of $100.0 million aggregate
principal amount of the Company’s 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The price
to the public for the Notes was 100% of the principal amount of the Notes. The offering of the Notes is expected to close on January 19,
2022, subject to the satisfaction of customary closing conditions.
The net proceeds to the Company from the offering are expected to be
approximately $98.0 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company
intends to use a significant portion of the net proceeds from the Notes offering to repurchase shares of its common stock through open
market purchases, with the remainder of the net proceeds used for working capital and other general corporate purposes, including support
for growth of its total assets.
The Underwriting Agreement contains
customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the
Company and the Underwriters, and termination and other customary provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for
the benefit of the parties to such agreement.
The offering was made pursuant to the Company’s registration
statement on Form S-3 (File No. 333-261666), which became automatically effective on December 15, 2021, and a prospectus supplement thereunder.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the document, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference
herein.
On January 11, 2022, the Company issued a press release announcing
the pricing of the offering of the Notes, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Statements in this Current Report on Form 8-K that are not strictly
historical in nature, including statements regarding the Company’s expectations with respect to the closing of the offering, the
net proceeds therefrom and the anticipated use thereof are forward-looking statements. These statements are only predictions based on
current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from
those projected in any of such statements due to various factors, including market risks and uncertainties and the satisfaction of customary
closing conditions for an offering of securities. For a discussion of these and other factors, please refer to the Company’s most
recent Annual Report on Form 10-K for the fiscal year ended December 31, 2020; most recent Quarterly Reports on Form 10-Q; and other filings
made from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes
no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 12, 2022
HomeStreet, Inc.
By:
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/s/ John M. Michel
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John M. Michel
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Executive Vice President and Chief Financial Officer
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