HomeStreet Enters Into Share Purchase Agreement with Blue Lion Capital
July 11 2019 - 9:00AM
Business Wire
HomeStreet, Inc. (Nasdaq: HMST) (“the Company” or
(“HomeStreet”), the parent company of HomeStreet Bank, today
announced that it has entered into a share purchase agreement (the
“Share Purchase Agreement”) with Blue Lion Opportunity Master Fund,
L.P., Roaring Blue Lion Capital Management, L.P., Roaring Blue
Lion, LLC, BLOF II LP, Charles W. Griege, Jr. and Ronald K.
Tanemura (collectively, the “Blue Lion Group”), which together
beneficially owns approximately 6.48% of the Company’s common
stock.
Under the Share Purchase Agreement, the Blue Lion Group will
sell all of its 1,692,401 shares of HomeStreet’s common stock to
the Company for $31.16 per share, which price represents the
five-day volume weighted average price prior to the date of the
Company’s 2019 annual meeting, for an aggregate purchase price of
approximately $52.7 million.
The Share Purchase Agreement is in addition to the Company’s
previously announced share repurchase program authorizing the
repurchase of up to $75 million shares of the Company’s common
stock and separately approved by the Company’s Board of Directors.
Following the closing of the Share Purchase Agreement, combined
with recent open market repurchases, the Company will have spent
approximately $81.1 million on share repurchases to date and will
have repurchased approximately 9.82% of its shares outstanding. Due
to the size of the Share Purchase Agreement, the Company has
terminated its share repurchase program.
In addition, the Blue Lion Group has agreed to abide by certain
standstill provisions for three years from the date of the Share
Purchase Agreement. The Company and the Blue Lion Group have also
agreed to other customary provisions, including mutual
non-disparagement clauses, releases of claims, and covenants not to
sue during the term of the Share Purchase Agreement.
Mark K. Mason, HomeStreet’s Chairman of the Board, President,
and Chief Executive Officer, said, “We are pleased to have reached
this amicable resolution with Blue Lion Capital following our 2019
annual meeting. Our company has made a tremendous amount of
progress in the past year as we continue to transform HomeStreet
into a leading West Coast regional commercial bank, and moving
forward we are fully focused on executing this strategy and
realizing long-term value for our shareholders.”
Sidley Austin LLP is serving as legal advisor to HomeStreet and
Schulte Roth & Zabel LLP is serving as outside counsel to Blue
Lion Capital.
About HomeStreet, Inc.
HomeStreet, Inc. (Nasdaq: HMST) (the “Company”) is a diversified
financial services company headquartered in Seattle, Washington,
serving consumers and businesses in the Western United States and
Hawaii through its various operating subsidiaries. The Company’s
primary business is community banking, including: commercial real
estate lending, commercial lending, residential construction
lending, single family residential lending, retail banking, private
banking, investment, and insurance services. Its principal
subsidiaries are HomeStreet Bank and HomeStreet Capital
Corporation. Certain information about our business can be found on
our investor relations web site, located at
http://ir.homestreet.com.
Forward-Looking
Statements
This release, as well as other information provided from time to
time by the Company or its employees, may contain forward-looking
statements that involve risks and uncertainties that could cause
actual results to differ materially from those anticipated in the
forward-looking statements. Forward-looking statements give the
Company's current beliefs, expectations and intentions regarding
future events. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current
facts. These statements may include words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “should,” “will” and “would” and similar expressions
(including the negative of these terms). These forward-looking
statements involve risks, uncertainties (some of which are beyond
the Company's control) and assumptions. Although we believe that
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. The Company intends these
forward-looking statements to speak only at the time of this
release and the Company does not undertake to update or revise
these statements as more information becomes available, except as
required under federal securities laws and the rules and
regulations of the SEC. Please refer to the risk factors discussed
in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 and subsequent periodic and current reports
filed with the SEC (each of which can be found at the SEC’s website
www.sec.gov), as well as other factors described from time to time
in the Company’s filings with the SEC. Any forward-looking
statement made by the Company in this release speaks only as of the
date on which it is made.
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version on businesswire.com: https://www.businesswire.com/news/home/20190711005254/en/
Investor Relations: Gerhard Erdelji, 206-515-4039
gerhard.erdelji@homestreet.com Media Relations:
Sloane & Company Dan Zacchei/Joe Germani, 212-486-9500
Dzacchei@sloanepr.com /
Jgermani@sloanepr.com
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