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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 11, 2022, by and between
HomeStreet, Inc. and Keefe, Bruyette & Woods, Inc., as representative
of the underwriters named therein.
99.1 Press Release, dated January 11, 2022.
104 Cover Page Interactive Data File (embedded within with Inline XBRL)
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