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SEC Comment Letter for HomeStreet, Inc. (HMST) (CIK 0001518715) (MCHB) — Jul 19, 2011

HomeStreet, Inc. (HMST) (CIK 0001518715)
Date: July 19, 2011 · CIK: 0001518715 · Accession: 0000000000-11-043731

AI Filing Summary & Sentiment

File numbers found in text: 333-173980

Referenced dates: July 1, 2011

Date
July 19, 2011
Author
cc: Mr. Marcus J. Williams
Form
UPLOAD
Company
HomeStreet, Inc. (HMST) (CIK 0001518715)

Letter

July 19, 2011 Via E-mail Mark K. Mason Chief Executive Officer HomeStreet, Inc. 601 Union Street, Suite 2000 Seattle, Washington 98101 Re: HomeStreet, Inc. Amendment No. 3 to Registrati on Statement on Form S-1 Filed July 8, 2011 File No. 333-173980

Dear Mr. Mason:

We have reviewed your amended filing and re lated response letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-1

Business

Third-Party Loan Review, page 135

1. Refer to prior comment 8 of our letter date d July 1, 2011. We note that the consent of Unicon Financial Services, Inc. filed as Exhi bit 23.3 to the registra tion statement does not comply with Rule 436(a) of the Securities Ac t of 1933, as it does not expressly state that Unicon consents to the quotation or summarization of its Loan Portfolio Opinions in the registration statement. Please refile the consent with the pr oper representation. Also, we note that your description of Unicon’s report identifies the report date “as of March 31, 2011”, while Unicon’s consent is regarding a report dated “April 2011.” Revise your

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 2

disclosure to clarify the date of the repor t, and make conforming changes to Unicon’s consent. Significant Sources of Noni nterest Income, page 141

2. We have reviewed your revised disclosure in response to prior comment 1 in our letter dated July 1, 2011 and believe that your di sclosure continues to include statements attributed to the MBA / STRATMOR study. We also understand that you paid MBA / STRATMOR a fee for the study data and that the data is not pub licly available to investors. To the extent you retain this st udy data in the prospectus, please include the written consent of MBA / STRATMOR. Pleas e refer to Securities Act Rule 436.

3. To the extent that you continue to quote data from MBA / STRATMOR’s study in your disclosure, we are unable to conclude th at the study data provides meaningful information to investors given that the da ta is for the period ending December 31, 2009 and the study group of peer bank and nonbank mortgage participants have not been identified. Please revise the disclosure to provide updated study data and identify the group of peer bank and nonbank mortgage partic ipants. Make conforming changes to the disclosure on page 11 and elsewhere in the pr ospectus, as applicable. Alternatively you may remove all references to this study data in the prospectus.

Exhibits 4. Please file as exhibits the consents of each director nominee named in the first table on page 175 of the registration statement. Re fer to Rule 438 of th e Securities Act of 1933. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact David Irvi ng at (202) 551-3321 or Marc Thomas at (202) 551-3452 if you have questions regarding comments on the fina ncial statements and related matters. Please

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 3

contact David Lin, Staff Attorne y, at (202) 551-3552, Todd K. Schiff man, Assistant Director, at (202) 551-3491, or the undersigned at (202) 551-3419 with any questions.

Sincerely,
/s/ Christian Windsor
C h r i s t i a n W i n d s o r S p e c i a l C o u n s e l
cc: Mr. Marcus J. Williams
Davis Wright Tremaine LLP

Show Raw Text
July 19, 2011

Via E-mail
Mark K. Mason
Chief Executive Officer  HomeStreet, Inc.  601 Union Street, Suite 2000  Seattle, Washington 98101
Re: HomeStreet, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed July 8, 2011
  File No. 333-173980

Dear Mr. Mason:

We have reviewed your amended filing and re lated response letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 3 to Registration Statement on Form S-1

 Business

 Third-Party Loan Review, page 135

 1. Refer to prior comment 8 of our letter date d July 1, 2011.  We note that the consent of
Unicon Financial Services, Inc. filed as Exhi bit 23.3 to the registra tion statement does not
comply with Rule 436(a) of the Securities Ac t of 1933, as it does not expressly state that
Unicon consents to the quotation or summarization  of its Loan Portfolio Opinions in the
registration statement.  Please refile the consent with the pr oper representation.  Also, we
note that your description of Unicon’s report identifies the report date “as of March 31,
2011”, while Unicon’s consent is regarding a report dated “April 2011.”  Revise your

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 2

 disclosure to clarify the date of the repor t, and make conforming changes to Unicon’s
consent.
Significant Sources of Noni nterest Income, page 141

2. We have reviewed your revised disclosure in  response to prior comment 1 in our letter
dated July 1, 2011 and believe that your di sclosure continues to  include statements
attributed to the MBA / STRATMOR study.  We also understand that you paid MBA /
STRATMOR a fee for the study data and that  the data is not pub licly available to
investors.  To the extent you retain this st udy data in the prospectus, please include the
written consent of MBA / STRATMOR.  Pleas e refer to Securities Act Rule 436.

3. To the extent that you continue to quote data from MBA / STRATMOR’s study in your
disclosure, we are unable to conclude th at the study data provides meaningful
information to investors given that the da ta is for the period ending December 31, 2009
and the study group of peer bank and nonbank mortgage participants have not been
identified.  Please revise the disclosure to  provide updated study data and identify the
group of peer bank and nonbank mortgage partic ipants.  Make conforming changes to the
disclosure on page 11 and elsewhere in the pr ospectus, as applicable.  Alternatively you
may remove all references to this  study data in the prospectus.

Exhibits
 4. Please file as exhibits the consents of each  director nominee named in the first table on
page 175 of the registration statement.  Re fer to Rule 438 of th e Securities Act of 1933.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 You may contact David Irvi ng at (202) 551-3321 or Marc Thomas at (202) 551-3452 if
you have questions regarding comments on the fina ncial statements and related matters.  Please

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 3

 contact David Lin, Staff Attorne y, at (202) 551-3552, Todd K. Schiff man, Assistant Director, at
(202) 551-3491, or the undersigned at  (202) 551-3419 with any questions.

Sincerely,
   /s/ Christian Windsor
        C h r i s t i a n  W i n d s o r          S p e c i a l  C o u n s e l

cc: Mr. Marcus J. Williams
Davis Wright Tremaine LLP