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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

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-35424

Referenced dates: May 13, 2019

Date
May 14, 2019
Author
SIDLEY
Form
CORRESP
Company
HomeStreet, Inc. (HMST) (CIK 0001518715)

Letter

Via EDGAR, Email and FedEx Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 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

Show Raw Text
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