SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 7 , 2018

Peter D. Fetzer, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306

Re: HomeStreet, Inc.
 Additional Definitive Soliciting Material filed by Blue Lion Opportunity
Master Fund, L.P. et al.
Filed May 3 , 2018
File No. 1 -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 that we may
better understand your disclosure.

Please respond to this letter by amending the filing  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 your response and any amendment you may file in response to
these comments, we may have additional comments .
1. Please amend your filing to disclose  the legal basis for your con clusion that
HomeStreet was required to disclose the business relationship between Mr. Mason
and the father of Mr. Smith and the insider loans  that you describe in your filing .
Please disclose the substance of such legal basis on each slide that implicate s this
topic, including slides 16, 22,  and 23, and in subsequent filings as appropriate.
2. Please specify on slide 16 the size of the “large” loans to insiders .
3. We note your statement on slide 16 that indicates the Board is “led by Mr. Boggs.”
Please provid e the factual basis for this assertion, or revise to clarify that the
Chairman of the Board is Mr. Mason, not Mr. Boggs.
4. Slide 17 indicates that m aterial accounting weaknesses  occurred from 2013 through
2017.  In subsequent filings, you appear to acknowled ge that material accounting
weaknesses occurred in 2013 -2014 but have not occurred since.  Please amend slide
17 to clarify this and please refrain from equating material accounting weaknesses

Peter D. Fetzer, Esq .
May 7 , 2018
Page 2

 2 and significant deficiencies in future filings.
5. Please provide us with the factual basis for your assertion on slide 21 that several
members of management and the Board have “relationships with a troubled past .”
6. On slide 27, you state that the peer group “constantly changes” but do not  point out
that the peer group has not  changed for the last three years (at least according to the
chart you have  provide d on that slide).  The chart also appears to conflict with (or at
least is unrelated to) the second and third points made  on the left -hand side of the
slide.  Finally , it appears that  the peers that Blue Lion has  chose n to include are all
included in the peer group  that HomeStreet has chose n for the last three years (again,
according to the  chart  you present on the slide ).  Please revise to clarify.
7. On slide 29, under “Lack of Disclosure,” you reference “None on Gender Pay” and
“Limited on CEO Succession Plans,” suggesting that HomeStreet has failed to
comply with a disclosure requirement in omitting disclosure on these topics.  Please
revise to disclose the legal basis  for such suggestion, or remove the references.  Slide
29 also refers to “Obstructive” voting standards.  However, the standards cited appear
to be typical.  Please advise and/or revise.  Finally, slide 29 refers to a lack of proxy
access.  Please clarify whether this reference relates solely to Blue Lion’s efforts or to
other shareholders as well, and provide factual support as appropriate.
8. Please  file a revised presentation to retract the assertion on slide 38 that  “[t]he SEC
had zero issues with” Blue Li on’s Schedule 13D filings.  We do not necessarily
review , and we do no t approve , Schedule 13D filings , and a lack of SEC comment on
such filing s does not mean that we had or have “ zero issues ” with them.
9. Please provide support for the assertion on slide 45  that HomeStreet “admitted audit
committee members didn’t understand hedge accounting.”

* * *

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