SEC Comment Letter for HomeStreet, Inc. (HMST) (CIK 0001518715) (MCHB) — Mar 5, 2018
HomeStreet, Inc. (HMST) (CIK 0001518715)
Date: March 5, 2018 · CIK: 0001518715 · Accession: 0000000000-18-006869
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 5 , 2018 Via E-Mail Peter D. Fetzer , Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI 53202 -5306
Re: HomeStreet, Inc. Soliciting Material filed pursuant to Rule 14a -12 by Ronald K. Tanemura , Paul J. Miller, Jr. , Charles W. Griege, Jr. , Roaring Blue Lion, LLC , Roaring Blue Lion Capital Management, L.P. , BLOF II, LP , Blue Lion Capital Master Fund, L.P. , and Blue Lion Opportunity Master Fund, L.P. Filed February 26, 2018 File No. 001 -35424
Dear Mr. Fetzer :
We have reviewed the above captioned filing 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your r esponse.
After reviewing your response and any amendment you may file in response to these comments , we may have additional comments.
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Accordingly, pl ease provide a basis for Mr. Griege’s statement that “Unfortunately, numerous strategic missteps, inadequate corporate stewardship, and poor financial performance have eroded shareholder confidence, destroyed shar eholder value and hurt the Bank’ s ability to serve its customers ,” with particular attention to the following phrases: “eroded shareholder confidence ” and “hurt the Bank’ s ability to serve its customers .” 2. You refer to and link to “ a presentation to the HomeStreet Board (available here: https://tinyurl.com/y8mpemcw) on December 21, 2017 .” We note that such presentation
Peter D. Fetzer, Esq. Foley & Lardner LLP March 5, 2018 Page 2
was previously filed as an exhibit to a Schedule 13D/A filing on December 27, 2017. Please re-file such presentation as soliciting material under Rule 14a-12. * * *
We remind you that the filing persons are responsible f or the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff .
Please direct any questions to David Plattner, Special Counsel, at (202) 551 -8094, or me at (202) 551 -3619 .
Sincere ly,
/s/ Daniel F. Duchovny Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 5 , 2018
Via E-Mail
Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306
Re: HomeStreet, Inc.
Soliciting Material filed pursuant to Rule 14a -12 by Ronald K. Tanemura ,
Paul J. Miller, Jr. , Charles W. Griege, Jr. , Roaring Blue Lion, LLC ,
Roaring Blue Lion Capital Management, L.P. , BLOF II, LP , Blue
Lion Capital Master Fund, L.P. , and Blue Lion Opportunity Master
Fund, L.P.
Filed February 26, 2018
File No. 001 -35424
Dear Mr. Fetzer :
We have reviewed the above captioned filing 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 these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.
After reviewing your response and any amendment you may file in response to these
comments , we may have additional comments.
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions
or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Accordingly, pl ease provide a basis for Mr. Griege’s statement
that “Unfortunately, numerous strategic missteps, inadequate corporate stewardship, and
poor financial performance have eroded shareholder confidence, destroyed shar eholder
value and hurt the Bank’ s ability to serve its customers ,” with particular attention to the
following phrases: “eroded shareholder confidence ” and “hurt the Bank’ s ability to serve
its customers .”
2. You refer to and link to “ a presentation to the HomeStreet Board (available here:
https://tinyurl.com/y8mpemcw) on December 21, 2017 .” We note that such presentation
Peter D. Fetzer, Esq.
Foley & Lardner LLP
March 5, 2018
Page 2
was previously filed as an exhibit to a Schedule 13D/A filing on December 27, 2017.
Please re-file such presentation as soliciting material under Rule 14a-12.
* * *
We remind you that the filing persons are responsible f or the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .
Please direct any questions to David Plattner, Special Counsel, at (202) 551 -8094, or me
at (202) 551 -3619 .
Sincere ly,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions