M&A - HomeStreet, Inc.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000151871525000085

Filing Summary: On May 8, 2025, HomeStreet, Inc. hosted a town hall meeting led by CEO Mark Mason and Mechanics Bank CEO C.J. Johnson regarding their proposed merger. The meeting aimed to address integration plans, timelines, and employee concerns surrounding the merger. It was emphasized that the merger is viewed positively, with both parties expressing a commitment to align their cultures and operations for future success. Key points included the imminent regulatory approval process, with plans to close the merger in Q3 2025, potentially by August 1. Mason outlined that HomeStreet will become Mechanics Bancorp and that Mechanics Bank will operate as a wholly owned subsidiary. Important milestones include shareholder approval and successful regulatory application submissions to multiple state and federal authorities. Communication regarding integration and potential job impacts will continue, with assurances given that no branches will close and emphasis placed on maintaining existing employee relationships. Both executives highlighted their shared commitment to community engagement and philanthropic efforts as key aspects of their corporate culture.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000151871525000080

Filing Summary: HomeStreet, Inc. provides an update regarding its proposed merger with Mechanics Bank, as discussed in an April 29, 2025, employee call led by CEO Mark Mason. The call emphasized the company's improved financial performance, with a significant reduction in net loss compared to the previous quarter, achieving a core net loss of $2.9 million, down from $5.1 million. The bank's net interest margin improved, aided by successful loan sales and efforts to increase deposits. The merger process is advancing, with eighteen integration workstreams kick-started to ensure a seamless transition post-merger. Each workstream focuses on various operational aspects and involves joint leadership from both banks. The merger will merge HomeStreet Bank into Mechanics Bank, leading to the renaming of HomeStreet, Inc. to Mechanics Bancorp. HomeStreet employees will transition to Mechanics Bank's employment terms on the merger's legal day one, which is targeted for the first of a month in Q3 2025, post regulatory approval. The call also addressed concerns regarding employee benefits, severance packages for affected employees, and plans for the merger's integration, aiming to capitalize on synergies while maintaining employee roles where possible. Further details about the merger are expected after the completion of regulatory filings with the Federal Reserve and FDIC.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000151871525000071

Filing Summary: HomeStreet, Inc. and Mechanics Bank have proposed a strategic merger agreement, where HomeStreet Bank will be merged into Mechanics Bank, creating a premier community bank. The merger is pending regulatory and shareholder approvals and is expected to close in the third quarter of the year. HomeStreet's name will change to Mechanics Bank, while customer service will continue with existing personnel. Both banks are recognized for their decades-long presence and strong community ties. Additional product offerings are anticipated, including wealth management and expanded services for business customers. A Registration Statement on Form S-4 will be filed to register shares to be issued in connection with the merger, which will include a consent solicitation statement and a proxy statement. Investors are encouraged to review these documents when available to understand the transaction better.

Form Type: DEF 14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000151871525000066

Filing Summary: HomeStreet, Inc. invites shareholders to its 2025 Annual Meeting, to be held virtually on May 29, 2025, at 10:00 a.m. Pacific Time. The meeting will cover the election of eight directors, approval of executive compensation on an advisory basis, and ratification of the appointment of Crowe LLP as the independent registered public accounting firm for 2025. The document explains the proxy voting process, the importance of shareholder participation, and the adoption of a virtual meeting format aimed at enhancing accessibility and reducing costs. It highlights the ongoing engagement with shareholders and specifies that specific voting instructions should be followed to ensure representation at the meeting. Importantly, the proxy statement clarifies that the current document does not pertain to the proposed merger with Mechanics Bank, stating that a separate meeting will be convened for that purpose at a future date. The merger is subject to approval and closing conditions outlined in the merger agreement, underlining the need for shareholder votes regarding the issuance of common stock as part of the merger consideration.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000151871525000059

Filing Summary: On March 28, 2025, HomeStreet, Inc. and Mechanics Bank executed a Merger Agreement for an all-stock business combination. HomeStreet Bank will merge with Mechanics Bank, with Mechanics Bank remaining as the surviving entity. Following the merger, HomeStreet will change its name to Mechanics Bancorp. The merger will convert Mechanics Bank's voting common stock into shares of HomeStreet's Class A common stock at an exchange ratio of 3,301.0920 shares. Mechanics Bank's non-voting stock will convert to shares of Class B common stock at an exchange ratio of 330.1092. The completion of the merger is subject to regulatory approvals and shareholder votes. The agreement includes specific provisions regarding governance and equity awards for executives of both firms. HomeStreet entered into support agreements with key shareholders, ensuring their cooperation in the approval process. The merger is structured to qualify as a tax-free reorganization under tax codes.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000151871525000056

Filing Summary: On March 28, 2025, HomeStreet, Inc. entered into an Agreement and Plan of Merger with Mechanics Bank, which involves an all-stock business combination. HomeStreet Bank will merge into Mechanics Bank, making Mechanics Bank the surviving entity and a wholly-owned subsidiary of HomeStreet. Following the merger, HomeStreet will be renamed 'Mechanics Bancorp' and will continue to be publicly traded. The merger considerations involve converting shares of Mechanics Bank into shares of HomeStreet based on specified exchange ratios. Both companies' Boards of Directors unanimously approved the agreement. The merger aims to qualify as a reorganization under the Internal Revenue Code, and various conditions must be met for completion, including shareholder approvals and regulatory clearances. A consulting agreement was established with HomeStreet's CEO, Mark Mason, who will transition to a consulting role post-merger. Several voting and support agreements were also executed to facilitate shareholder approvals.

Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000151871525000048

Filing Summary: HomeStreet, Inc. has entered into an all-stock strategic merger agreement with Mechanics Bank, creating a new bank with approximately $23 billion in assets and 168 locations across the West Coast and Hawaii. The merger is subject to shareholder and regulatory approvals, anticipated to close in Q3 of 2025. Mark Mason, CEO of HomeStreet, highlighted that the merger aims to maximize shareholder value by addressing profitability challenges in the current economic climate. Mechanics Bank, with a strong deposit base and a commitment to community service, aligns well with HomeStreet's business model. There will be no branch closures expected, and both banks will operate independently until the merger is finalized. After the merger, HomeStreet will be renamed Mechanics Bancorp and continue as a publicly traded company. The combined entity is projected to see significant share appreciation and potential dividends, reflecting a strong financial outlook. The document also addresses employee concerns about job security and operational changes, ensuring a smooth transition and emphasizing a collaborative workplace culture.

Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000151871525000050

Filing Summary: On April 1, 2025, Mechanics Bank made a LinkedIn post regarding a proposed merger with HomeStreet, Inc. The communication emphasizes the anticipated benefits of this business combination, including future financial and operational outcomes. HomeStreet aims to file a Registration Statement on Form S-4 to register shares to be issued for this transaction, which will result in HomeStreet being renamed Mechanics Bancorp post-closing. The document warns stakeholders about forward-looking statements and potential risks including regulatory approvals and integration challenges. It stresses the importance of reading the forthcoming Registration Statement and related documents once available, as they will contain significant information on the transaction and the involved parties.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000151871525000045

Filing Summary: HomeStreet, Inc. is merging with Mechanics Bank, which will result in Mechanics Bank surviving the merger. The transaction values HomeStreet at a pre-merger value of $300 million while Mechanics Bank's equity value is $3.3 billion, with legacy shareholders of Mechanics Bank expected to own 91.7% of the combined entity post-close. HomeStreet's balance sheet will be fair valued through purchase accounting. Mark Mason, HomeStreet's CEO, emphasized the merger's validation of HomeStreet's loyal customer base and strong market positioning in key areas on the West Coast. This operation aims to improve customer experience through an expanded branch footprint and intends to maintain a commitment to core values and community service. The merger is expected to close in the third quarter of 2025, following thorough vetting by regulators, and will create a top decile profitable bank with strong asset management and reduced CRE concentration. Significant cost savings and enhanced earnings potential are projected post-merger, with operational strategies to manage combined assets and liabilities effectively. The conference included critical discussions about the strategic benefits and regulatory considerations of the merger while highlighting the ongoing commitment to high-quality, low-risk lending and deposit strategies.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000032

Filing Summary: On March 31, 2025, HomeStreet, Inc. and Mechanics Bank announced the execution of a Merger Agreement, which outlines the planned merger of HomeStreet Bank into Mechanics Bank, making Mechanics Bank a wholly-owned subsidiary of HomeStreet. This transaction is expected to conclude in the third quarter of 2025, pending regulatory approvals and shareholder consent from both institutions. The document included cautionary notes regarding forward-looking statements and emphasized the risks associated with achieving the anticipated benefits of the merger. Additionally, HomeStreet will file a Registration Statement on Form S-4 related to the transaction, which will include a prospectus and solicit consent from shareholders for the merger.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000037

Filing Summary: HomeStreet, Inc. announced a definitive merger agreement with Mechanics Bank, involving an all-stock business combination. The merger will result in HomeStreet Bank merging into Mechanics Bank, which will become a wholly owned subsidiary of HomeStreet, now to be renamed Mechanics Bancorp. Upon completion, shareholders of Mechanics Bank will receive HomeStreet common stock in exchange for their shares. The merger aims to create a company with enhanced assets ($23 billion combined) and branch presence (168 branches) across the West Coast, emphasizing customer experience and operational efficiencies. The merger received unanimous board approval and encourages integration while maintaining current operations until closing. Key management from both firms will be involved in the transition, with more information and resources for employees to follow.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000039

Filing Summary: On March 31, 2025, HomeStreet, Inc. announced a definitive merger agreement with Mechanics Bank for an all-stock business combination. The agreement was unanimously approved by both companies' boards. Upon completion, HomeStreet Bank will merge with Mechanics Bank, with the latter surviving and becoming a wholly owned subsidiary of HomeStreet, which will be renamed Mechanics Bancorp. Shareholders of Mechanics Bank will receive common stock in HomeStreet in exchange for their shares. This merger aims to create a stronger branch footprint on the West Coast, expanding to 168 branches and $23 billion in assets. The merger is portrayed as beneficial for enhancing customer experience and providing growth opportunities for employees. HomeStreet's strong management and customer base are expected to be validated through this integration, with no branch closures anticipated due to the lack of market overlap. The announcement emphasizes ongoing operations until the deal closes and the expected future integration process. HomeStreet will file a Registration Statement on Form S-4 with the SEC regarding this transaction, which will include important information for its shareholders and those of Mechanics Bank.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000040

Filing Summary: HomeStreet, Inc. announces that it has made available a fact sheet regarding its proposed merger transaction with Mechanics Bank to all employees of HomeStreet, Inc. and HomeStreet Bank on March 31, 2025. The fact sheet highlights Mechanics Bank's history, growth, and customer commitment. It details the bank’s strong capital position and past acquisitions that have helped it expand its operations significantly since its founding over a century ago. Additionally, the document includes a cautionary note about forward-looking statements, indicating risks related to the merger, including uncertainties about regulatory approvals and completion timelines. It instructs investors and security holders to read the forthcoming Registration Statement on Form S-4, which will include essential information regarding the transaction and its implications for shareholders.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000041

Filing Summary: On March 31, 2025, HomeStreet, Inc. and Mechanics Bank jointly announced a definitive merger agreement providing for an all-stock business combination. HomeStreet Bank will merge with Mechanics Bank, which will survive as a banking corporation incorporated in California under the name Mechanics Bancorp. Existing shareholders of Mechanics Bank will receive common stock in HomeStreet in exchange for their shares. This merger is aimed at enhancing the west coast community banking presence, creating a company with 168 branches and approximately $23 billion in assets. The merger is expected to improve customer services, with no anticipated branch closures, as the networks complement each other well. The combined organization aims to leverage each bank’s strengths to enhance operational efficiencies and client offerings. The agreement has been approved by both companies' boards and is set to be completed in Q3 2025, pending shareholder and regulatory approvals. HomeStreet will continue to operate branches under the Mechanics name, maintaining existing customer relationships with no immediate changes to employee roles or compensation plans anticipated. The management structure post-merger will include the current leadership from Mechanics Bank, ensuring continuity and stability during the transition.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000043

Filing Summary: On March 31, 2025, HomeStreet, Inc. and Mechanics Bank announced the entry into a definitive merger agreement involving an all-stock business combination. Upon completion, HomeStreet Bank will merge into Mechanics Bank, which will survive as a wholly owned subsidiary, and HomeStreet will be renamed Mechanics Bancorp. This strategic merger aims to expand Mechanics Bank's footprint on the West Coast, increasing assets to approximately $23 billion and branch locations to 168. The merger has unanimous approval from both companies' boards and is expected to finalize in the third quarter of 2025, pending regulatory and shareholder approvals. No branch closures are anticipated, and both banks will continue operations independently until the merger's completion. The merger is expected to enhance product offerings, client resources, and career opportunities for employees, while maintaining the community-focused cultures of both banks.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000151871525000029

Filing Summary: On March 31, 2025, HomeStreet, Inc. announced a merger with Mechanics Bank through a joint press release. The Agreement and Plan of Merger, dated March 28, 2025, stipulates that HomeStreet Bank will merge with and into Mechanics Bank, making Mechanics Bank a wholly-owned subsidiary of HomeStreet. The transaction is anticipated to close in the third quarter of 2025, pending necessary regulatory approvals and approvals from shareholders of both banks. A registration statement on Form S-4 will be filed with the SEC to register shares to be issued in connection with the transaction, which will also include consent and proxy statements.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000151871524000203

Filing Summary: HomeStreet, Inc. announced the completion of a significant transaction involving the sale of $990 million of multifamily commercial real estate loans by its subsidiary, HomeStreet Bank. This transaction occurred on December 27 and 30, 2024, and was conducted on a servicing retained basis, with the sale price being approximately 92% of the principal balance of the loans. Most of the proceeds from this sale were utilized to reduce borrowings from the Federal Home Loan Bank. Additionally, a press release regarding the completion of the loan sale was issued on December 31, 2024, which is included as Exhibit 99.1 in the report.