HOMESTREET, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-12 16:24:05 ET HMST

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.

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