SEC Company Response from HomeStreet, Inc. (HMST) (CIK 0001518715) (MCHB) — May 14, 2019
HomeStreet, Inc. (HMST) (CIK 0001518715)
Date: May 14, 2019 · CIK: 0001518715 · Accession: 0001213900-19-008643
AI Filing Summary & Sentiment
File numbers found in text: 001-35424
Referenced dates: May 13, 2019
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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
May
14, 2019
Via
EDGAR, Email and FedEx
Nicholas
P. Panos
Senior
Special Counsel
Office
of Mergers and Acquisitions
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-3561
Re:
HomeStreet,
Inc.
PRER14A
preliminary proxy statement filing made on Schedule 14A
Filed
on May 10, 2019, by HomeStreet, Inc.
File
No. 001-35424
Dear
Mr. Panos:
On
behalf of our client, HomeStreet, Inc. (the “Company”), set forth below is our response to the comment
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated May 13, 2019, with respect to the amended preliminary
proxy statement on Schedule 14A filed with the Commission on May 10, 2019, File No. 001-35424 (the “Amended Preliminary
Proxy Statement”).
For
your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references
to page numbers and captions in our response correspond to the Amended Preliminary Proxy Statement unless otherwise specified.
Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Amended Preliminary
Proxy Statement.
Schedule
14A
1.
The placeholder
included for purposes of disclosing the record date continues to be blank. Rule 14a-13, by its terms, mandates that the registrant
shall conduct the inquiry required by Rule 14a-13(a)(1) “at least 20 business days prior to the record date of the meeting
of security holders.” Please advise us how HomeStreet complied with, or intends to comply with, Rule 14a-13(a)(3).
Response:
On April 15, 2019, the Company instructed its transfer agent, Broadridge Financial Solutions, Inc. (“Broadridge”),
to set a record date of May 13, 2019 in connection with the 2019 Annual Meeting and to notify each record holder of the Company’s
common stock in accordance with Rule 14a-13(a)(1). As such, this notice was distributed 20 business days in advance
of the record date of the 2019 Annual Meeting in accordance with Rule 14a-13(a)(3). Attached hereto as Exhibit
A, please find correspondence between the Company and Broadridge confirming that a broker search was started on April
15, 2019 for a record date of May 13, 2019. However, we also note that subsequently, the Company’s proxy solicitor,
Okapi Partners LLC (“Okapi”), discovered that Broadridge’s notice to record holders had not
indicated the nature of the record date—namely, that the May 13, 2019 record date was for the 2019 Annual Meeting. Okapi
immediately corrected the error with Broadridge and, in an abundance of caution, Okapi sent a second set of broker search
notices to the Company’s record holders. The Company believes that it acted reasonably in relying on Broadridge in ensuring
compliance with Rule 14a-13(a)(3) and, particularly in light of the subsequent notice delivered by Okapi clarifying the nature
of the record date, that no nominee holders have been prejudiced, that all nominee holders have been made fully aware that
May 13, 2019 has been set as the record date for the 2019 Annual Meeting and that all record holder accounts have been adequately
captured and known for purposes of mailing definitive proxy materials. We also confirm that the May 13, 2019 record date will
be disclosed in the definitive proxy materials for the 2019 Annual Meeting.
* * * * *
United States Securities and Exchange Commission
Division of Corporation Finance
May 14, 2019
Page 2
Please
direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff
to Kai Haakon E. Liekefett at (212) 839-8744 or Beth E. Berg (312) 853-7443.
Very truly
yours,
SIDLEY
AUSTIN LLP
By:
/s/
Kai Haakon E. Liekefett
Name:
Kai
Haakon E. Liekefett
cc:
Godfrey B. Evans
Executive Vice President,
General Counsel,
Chief Administrative Officer & Corporate Secretary
HomeStreet, Inc.
United States Securities and Exchange Commission
Division of Corporation Finance
May 14, 2019
Page 3
Exhibit A
Email Correspondence between Broadridge
and the Company on Tuesday, May 14, 2019
From:
< @broadridge.com>
Sent: Tuesday, May 14, 2019 1:23 PM
To: Lauree Seko <Lauree.Seko@homestreet.com>
Subject: Broker Search
Hi Lauree,
I can confirm that we conducted a broker search with a record date
of 5/13/2019.
The search was started on 4/15/2019.
Let me know if you have any additional questions.
Thanks,
|
Relationship Manager, BCIS | Broadridge Financial Solutions, Inc.
51 Mercedes Way | Edgewood, NY 11717 | USA | p