SEC Company Response from HomeStreet, Inc. (HMST) (CIK 0001518715) (MCHB) — Apr 3, 2018
HomeStreet, Inc. (HMST) (CIK 0001518715)
Date: April 3, 2018 · CIK: 0001518715 · Accession: 0001213900-18-004002
AI Filing Summary & Sentiment
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance F Street, N.E. Washington, D.C. 20549-3628 Re: HomeStreet, Inc. Preliminary Proxy Statement on Schedule 14A
Dear Sir or Madam:
On behalf of HomeStreet, Inc., a Washington corporation (“HomeStreet” or the “Company”), we are transmitting for filing pursuant to Note 4 to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, HomeStreet’s preliminary proxy statement on Schedule 14A and form of proxy card (the “Proxy Material”) in respect of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”). We are filing the Proxy Material in preliminary form because HomeStreet refers in the Proxy Material to a solicitation in opposition. However, the circumstances of our client’s proxy solicitation are arguably unusual, and thus we would like to explain them to the Securities and Exchange Commission.
On February 23, 2018, the Company received a purported notice from Blue Lion Opportunity Master Fund, L.P. (collectively with its affiliates, “Blue Lion”), stating its intention to nominate two director candidates and submit three shareholder proposals at the 2018 Annual Meeting. The Company rejected the purported notice on March 1, 2018 because it failed to comply with the Company’s advance notice bylaw for notice of director nominations and shareholder proposals.
On March 13, 2018, Blue Lion filed suit against the Company in the Superior Court of Washington for King County (the “Court”) seeking a declaratory judgment that Blue Lion’s purported notice complied with the Company’s advance notice bylaw, along with a motion for a preliminary injunction enjoining the Company from rejecting the purported notice as invalid.
On March 30, 2018, the Court ruled in favor of the Company, affirming the Company’s position that Blue Lion failed to comply with the Company’s advance notice bylaw for notice of director nominations and shareholder proposals. A copy of the Court’s order denying the motion for preliminary injunction against the Company is attached hereto as Exhibit A.
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
United States Securities and Exchange Commission
Division of Corporation Finance
April 3, 2018
Page
Please direct any questions that you may have to me at (212) 839-8744 or Beth E. Peev at (312) 853-7443.
Very truly yours,
/s/ Kai Haakon E. Liekefett
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CORRESP
1
filename1.htm
Sidley
Austin LLP
787 Seventh
Avenue
New York,
NY 10019
+1 212 839
5300
+1 212 839 5599 Fax
AMERICA · ASIA
PACIFIC · EUROPE
April
3, 2018
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-3628
Re: HomeStreet,
Inc.
Preliminary
Proxy Statement on Schedule 14A
Dear
Sir or Madam:
On
behalf of HomeStreet, Inc., a Washington corporation (“HomeStreet” or the “Company”), we
are transmitting for filing pursuant to Note 4 to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, HomeStreet’s
preliminary proxy statement on Schedule 14A and form of proxy card (the “Proxy Material”) in respect of the
Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”). We are filing the Proxy Material
in preliminary form because HomeStreet refers in the Proxy Material to a solicitation in opposition. However, the circumstances
of our client’s proxy solicitation are arguably unusual, and thus we would like to explain them to the Securities and Exchange
Commission.
On
February 23, 2018, the Company received a purported notice from Blue Lion Opportunity Master Fund, L.P. (collectively with its
affiliates, “Blue Lion”), stating its intention to nominate two director candidates and submit three shareholder
proposals at the 2018 Annual Meeting. The Company rejected the purported notice on March 1, 2018 because it failed to comply with
the Company’s advance notice bylaw for notice of director nominations and shareholder proposals.
On
March 13, 2018, Blue Lion filed suit against the Company in the Superior Court of Washington for King County (the “Court”)
seeking a declaratory judgment that Blue Lion’s purported notice complied with the Company’s advance notice bylaw,
along with a motion for a preliminary injunction enjoining the Company from rejecting the purported notice as invalid.
On March 30,
2018, the Court ruled in favor of the Company, affirming the Company’s position that Blue Lion failed to comply with the
Company’s advance notice bylaw for notice of director nominations and shareholder proposals. A copy of the Court’s
order denying the motion for preliminary injunction against the Company is attached hereto as Exhibit A.
Sidley
Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation
with other Sidley Austin partnerships.
United
States Securities and Exchange Commission
Division
of Corporation Finance
April
3, 2018
Page
2
Please
direct any questions that you may have to me at (212) 839-8744 or Beth E. Peev at (312) 853-7443.
Very truly yours,
/s/ Kai Haakon E. Liekefett
Kai Haakon E. Liekefett
Enclosure
cc: Godfrey
B. Evans
Executive
Vice President, General Counsel,
Chief Administrative Officer & Corporate
Secretary
HomeStreet, Inc.
EXHIBIT
A