SEC Comment Letter for HomeStreet, Inc. (HMST) (CIK 0001518715) (MCHB) — Apr 11, 2018
HomeStreet, Inc. (HMST) (CIK 0001518715)
Date: April 11, 2018 · CIK: 0001518715 · Accession: 0000000000-18-010905
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 10 , 2018 Kai Haakon E. Liekefett , Esq. Sidley Austin LLP 787 Seventh Avenue New York, NY 10019
Re: HomeStreet, Inc. Preliminary Proxy Statement on Schedule 14A filed April 3 , 2018 File No. 1 -35424
Dear Mr. Liekefett :
We have reviewed the above -captioned filing, and have the following comment s. In our comment s, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing, by providing the requested information , or by advising us when you will provide the requested response . If you do not believe our comment s apply to your facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why in your response.
After reviewing any amendment to the filing and the information you provide in response to these comment s, we may have additional comments. Please note that capitalized terms used but not d efined herein have the meanings ascribed to them in the filing.
Cover Letter 1. We note the disclosure in the fourth paragraph . Please revise to clarify that following the Company’s receipt of BLOMF’s notice, and before the court ruling, the Board determine d that the notice was deficient and informed BLOMF accordingly. Please insert a similar clarification in the relevant paragraphs on pages 6, 7, 12 and 21 of the filing .
Background to the Solicitation, page 16 2. We note the disclosure in the fourth paragrap h on page 16. The relevance of such disclosure appears to be unclear. Please advise as to whether the extra weight given to the diversity of Board candidates played a role in the decision not to appoint Mr. Griege to the Board.
Kai Haakon E. Liekefett , Esq. April 10, 2018 Page 2
2 3. The disclosure on page 20 refers to the Company’s responses to BLOMF ’s actions of March 14 and March 21, but does not refer to the Company’s response to BLOMF’s March 13 filing of the lawsuit. Please advise.
Corporate Governance, page 29 4. In the “Board Leadership Structure ” section that begins on page 30, please tell us what consideration you have given to describing BLOMF’s proposal to separate the roles of Chairman of the Board and Chief Executive Officer.
We remind you that the filing persons are responsible for the accu racy and adequacy of the disclosures contained within the filing, notwithstanding any review, comments, action or a bsence of action by the staff.
Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202) 551-3619, if you have any questions regarding our comment s.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 10 , 2018
Kai Haakon E. Liekefett , Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Re: HomeStreet, Inc.
Preliminary Proxy Statement on Schedule 14A filed April 3 , 2018
File No. 1 -35424
Dear Mr. Liekefett :
We have reviewed the above -captioned filing, and have the following comment s.
In our comment s, we may ask you to provide us with information so we may better
understand the disclosure.
Please respond to this letter by amending the filing, by providing the requested
information , or by advising us when you will provide the requested response . If you do
not believe our comment s apply to your facts and circumstances or do not believe an
amendment is appropriate, pleas e tell us why in your response.
After reviewing any amendment to the filing and the information you provide in
response to these comment s, we may have additional comments. Please note that
capitalized terms used but not d efined herein have the meanings ascribed to them in the
filing.
Cover Letter
1. We note the disclosure in the fourth paragraph . Please revise to clarify that following
the Company’s receipt of BLOMF’s notice, and before the court ruling, the Board
determine d that the notice was deficient and informed BLOMF accordingly. Please
insert a similar clarification in the relevant paragraphs on pages 6, 7, 12 and 21 of the
filing .
Background to the Solicitation, page 16
2. We note the disclosure in the fourth paragrap h on page 16. The relevance of such
disclosure appears to be unclear. Please advise as to whether the extra weight given
to the diversity of Board candidates played a role in the decision not to appoint
Mr. Griege to the Board.
Kai Haakon E. Liekefett , Esq.
April 10, 2018
Page 2
2 3. The disclosure on page 20 refers to the Company’s responses to BLOMF ’s actions of
March 14 and March 21, but does not refer to the Company’s response to BLOMF’s
March 13 filing of the lawsuit. Please advise.
Corporate Governance, page 29
4. In the “Board Leadership Structure ” section that begins on page 30, please tell us
what consideration you have given to describing BLOMF’s proposal to separate the
roles of Chairman of the Board and Chief Executive Officer.
We remind you that the filing persons are responsible for the accu racy and
adequacy of the disclosures contained within the filing, notwithstanding any review,
comments, action or a bsence of action by the staff.
Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202)
551-3619, if you have any questions regarding our comment s.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions