FirstSun Capital Bancorp and HomeStreet, Inc. Amend Merger Agreement
The amendment provides for, among other things:
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an increase in FirstSun’s total equity capital raised in connection with the merger of an additional
$45 million to$60 million , resulting in an increase from an aggregate capital raise of$175 million to up to$235 million (as further discussed below); -
a revised exchange ratio pursuant to which HomeStreet shareholders will receive 0.3867 shares (revised from 0.4345 shares under the original merger agreement) of FirstSun common stock for each share of HomeStreet common stock, which represents a value of
$13.53 per share (based on the closing price per share of FirstSun shares onApril 29, 2024 ); -
a reduced termination fee payable by HomeStreet in certain circumstances if HomeStreet receives a competing acquisition proposal within 30 days after the effective date of the Amendment to
$2,600,000 , plus reimbursement of FirstSun’s transaction fees and expenses; -
that the combined company’s ongoing banking operations will operate under a
Texas state charter with FirstSun’s subsidiary bank,Sunflower Bank , converting from a national bank to aTexas state chartered bank and thatSunflower Bank will also seek membership in theFederal Reserve System ; -
FirstSun’s issuance of
$48.5 million of subordinated debt concurrently with the closing, the proceeds of which will be contributed toSunflower Bank to further support Sunflower Bank’s capital; and -
HomeStreet’s disposition or sale of approximately
$300 million (based on principal balance) of certain of itsCommercial Real Estate loans, which disposition or loan sales will be consummated upon, or as soon as reasonably practicable, after the closing of the merger.
FirstSun and HomeStreet each believe that a
FirstSun also announced today that to further support the pro-forma company’s balance sheet, it has amended its investment agreements with investors to raise capital to support the merger, led by Wellington Management (“Wellington”, and combined the “Investors”), to increase the total equity capital raise from an aggregate of
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Joint Analyst Conference Call
FirstSun and HomeStreet will conduct a conference call on
https://events.q4inc.com/attendee/321173170
You may also listen to the conference call:
Participant Dial-In Details
Conference ID 9093745
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of FirstSun and HomeStreet with respect to their planned merger (the “Merger”) and the expected timing of the closing of the transaction. Words such as "may," "will," "believe," "anticipate," "expect," "intend," "opportunity," "continue," "should," and "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:
- the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);
- the failure of HomeStreet to obtain shareholder approval, or the failure of either party to satisfy any of the other closing conditions to the transaction on a timely basis or at all;
- the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
- the possibility that the anticipated benefits of the transaction, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FirstSun and HomeStreet do business, or as a result of other unexpected factors or events;
- diversion of management's attention from ongoing business operations and opportunities;
- potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction;
- the outcome of any legal proceedings that have been or may be instituted against FirstSun or HomeStreet; and
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other factors that may affect future results of FirstSun or HomeStreet including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and actions of the
Federal Reserve Board and legislative and regulatory actions and reforms.
Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s preliminary registration statement on Form S-4 that contains a preliminary HomeStreet proxy statement and preliminary prospectus of FirstSun discussed below, and other documents subsequently filed by FirstSun and HomeStreet with the
Many of these factors are beyond FirstSun’s and HomeStreet’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. There may also be additional risks that neither FirstSun nor HomeStreet presently knows, or that FirstSun or HomeStreet currently believes are immaterial, that could cause actual events and results to differ from those contained in the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward- looking statements. All forward-looking statements speak only as of the date of this communication, and neither FirstSun nor HomeStreet assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. FirstSun and HomeStreet anticipate that subsequent events and developments will cause FirstSun’s and HomeStreet’s assessments to change. Neither FirstSun nor HomeStreet gives any assurance that either FirstSun or HomeStreet, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.
FirstSun and HomeStreet qualify all forward-looking statements by these cautionary statements.
Additional Information About the Merger and Where to Find It
IN CONNECTION WITH THE MERGER BETWEEN FIRSTSUN, A
Investors and security holders may obtain free copies of these documents, including the preliminary proxy statement of HomeStreet and the preliminary prospectus of FirstSun, and other documents filed with the
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
FirstSun, HomeStreet and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed Merger. Information regarding the directors and executive officers of FirstSun and HomeStreet and other persons who may be deemed participants in the solicitation of the shareholders of HomeStreet in connection with the proposed Merger are included in the preliminary proxy statement/prospectus for HomeStreet’s shareholder meeting, which was filed by FirstSun with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20240430338788/en/
Investor Contacts:
Corporate Secretary & Stockholder Relations Manager
303.962.0150 | stockholder.relations@sunflowerbank.com
John Michel
Executive Vice President, Chief Financial Officer
206.515.2291 | john.michel@homestreet.com
Media Contacts:
915.881.6785 | jeanne.lipson@sunflowerbank.com
206.876.5506 | misty.ford@homestreet.com
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