Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 14, 2024

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)


Delaware	333-258176	81-4552413
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1400 16th Street, Suite 250

Denver, Colorado 80202

(Address of principal executive offices and zip code)

(303) 831-6704

(Registrant's telephone number, including area code)

Not applicable

(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Additional Investments Pursuant to Acquisition Finance Securities Purchase Agreement

As previously announced, in connection with the contemplated merger (the “Merger”) of FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), and HomeStreet, Inc., a Washington corporation (“HomeStreet”), FirstSun had the ability to offer an additional approximately 460 thousand shares of FirstSun common stock, at a purchase price of $32.50 per share, for an additional investment of $15 million, conditioned on consummation of the Merger.

On June 14, 2024, FirstSun entered into a Joinder (the “AFSPA Joinder”) to the Acquisition Finance Securities Purchase Agreement, dated January 16, 2024, as amended on April 30, 2024 (the “AFSPA”), with certain funds managed by Castle Creek Capital Partners VIII. L.P., Maltese Capital Management, LLC, and Philadelphia Financial Management of San Francisco, LLC (collectively, the “Investors”). Pursuant to the AFSPA Joinder, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the Merger, the Investors will invest an aggregate of $15 million, in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 460 thousand shares of FirstSun common stock.

As a result, FirstSun’s total equity capital raised in connection with the Merger increased from an aggregate capital raise of $220 million to $235 million.

Other than as expressly modified by the AFSPA Joinder, the Acquisition Finance Securities Purchase Agreement, a form of which was filed as an Exhibit 10.4 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on January 19, 2024, and the First Amendment to the Acquisition Finance Securities Purchase Agreement, a form of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on April 30, 2024, the Acquisition Finance Securities Purchase Agreement and First Amendment to the Acquisition Finance Securities Purchase Agreement remain in full force and effect. The foregoing description of the AFSPA Joinder does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the AFSPA Joinder, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of the shares of FirstSun common stock pursuant to the AFSPA and the AFSPA Joinder are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Section 4(a)(2) of the Securities Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the proposed transaction between FirstSun and HomeStreet. In general, forward-looking statements can be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, and include statements related to the expected timing, completion, financial benefits, and other effects of the Merger. Forward‑looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial conditions to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to, (1) expected cost savings, synergies and other financial benefits from the Merger not being realized within the expected time frames or at all and costs or difficulties relating to integration matters being greater than expected, (2) the ability of HomeStreet to obtain the necessary approval by its shareholders, (3) the ability of FirstSun and HomeStreet to obtain required governmental and regulatory approvals of the Merger when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger), (4) the ability of FirstSun to

consummate their investment agreements to obtain the necessary capital to support the transaction, (5) the failure of the closing conditions in definitive Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dates as of January 16, 2024, by and between HomeStreet and FirstSun to be satisfied, or any unexpected delay in closing the proposed Merger, (6) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement, (7) the diversion of management's attention from ongoing business operations and opportunities, (8) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger, (9) the outcome of any legal proceedings that have been or may be instituted against FirstSun or HomeStreet, (10) FirstSun’s ability to successfully consummate the proposed Merger with HomeStreet, and (11) HomeStreet’s ability to dispose of or sell such amounts of certain of HomeStreet’s commercial real estate loans as HomeStreet and FirstSun may reasonably determine are deemed necessary to obtain regulatory approval of the Merger, which disposition or loan sales is contemplated to be consummated as soon as reasonably practicable after the closing of the Merger. Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the registration statement on Form S-4 filed on March 8, 2024, as amended on May 13, 2024, by FirstSun (the “Registration Statement”) discussed below, “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the definitive proxy statement filed by HomeStreet and the prospectus filed by FirstSun on May 16, 2024 (the “Proxy Statement/Prospectus”) discussed below, “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and other documents subsequently filed by FirstSun and HomeStreet with the U.S. Securities and Exchange Commission (“SEC”).

ADDITIONAL INFORMATION AND WHERE TO FIND IT

IN CONNECTION WITH THE MERGER BETWEEN FIRSTSUN, A DELAWARE CORPORATION, AND HOMESTREET, A WASHINGTON CORPORATION, FIRSTSUN FILED WITH THE SEC THE REGISTRATION STATEMENT, WHICH INCLUDED A PRELIMINARY PROXY STATEMENT OF HOMESTREET AND A PRELIMINARY PROSPECTUS OF FIRSTSUN, AS WELL AS OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED TRANSACTION. THE REGISTRATION STATEMENT WAS DECLARED EFFECTIVE BY THE SEC ON MAY 15, 2024. HOMESTREET FILED A DEFINITIVE PROXY STATEMENT ON MAY 16, 2024 AND FIRSTSUN FILED A PROSPECTUS ON MAY 16, 2024. HOMESTREET COMMENCED MAILING THE PROXY STATEMENT/PROSPECTUS TO HOMESTREET’S SHAREHOLDERS ON OR ABOUT MAY 17, 2024. ON JUNE 7, 2024, HOMESTREET FILED A CURRENT REPORT ON FORM 8-K SUPPLEMENTING THE PROXY STATEMENT/PROSPECTUS INVESTORS AND SECURITY HOLDERS, PRIOR TO MAKING ANY INVESTMENT OR VOTING DECISION, ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BY HOMESTREET OR FIRSTSUN OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS) AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE SUCH DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER.

This current report on Form 8-K is not a substitute for the Registration Statement, Proxy Statement/Prospectus or any other document that FirstSun or HomeStreet (as applicable) may file with the SEC in connection with the proposed transaction. Investors and security holders may obtain free copies of these documents, including the Proxy Statement/Prospectus, and other documents filed with the SEC on its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC from (i) FirstSun on its website at https://ir.firstsuncb.com/investor-relations/default.aspx, and (ii) HomeStreet on its website at https://ir.homestreet.com/sec-filings/all-filings/default.aspx.

This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

FirstSun, HomeStreet and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed Merger. Information regarding the directors and executive officers of FirstSun and HomeStreet and other persons who may be deemed participants in the solicitation of the shareholders of HomeStreet in connection with the proposed Merger are included in the Proxy Statement/Prospectus for

HomeStreet’s shareholder meeting, and the Registration Statement. Information about the directors and officers of FirstSun and their ownership of FirstSun’s common stock can be found in FirstSun’s annual report on Form 10-K, as filed with the SEC on March 7, 2024, and other documents subsequently filed by FirstSun with the SEC. Information about the directors and officers of HomeStreet and their ownership of HomeStreet’s common stock can be found in the Proxy Statement/Prospectus, the Registration Statement, HomeStreet’s annual report on Form 10-K, as filed by HomeStreet with the SEC on March 6, 2024, as amended by HomeStreet’s annual report on Form 10-K/A, as filed by HomeStreet with the SEC on April 29, 2024, and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants is included in the Proxy Statement/Prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:

EXHIBIT INDEX


Exhibit Number						Description

10.1						Form of Joinder to the Acquisition Finance Securities Purchase Agreement, dates as of June 14, 2024, by and among FirstSun and the parties signatories thereto*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Pursuant to Item 601(a)(5)of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FIRSTSUN CAPITAL BANCORP

Date: June 14, 2024	By:	/s/ Neal E. Arnold
	Name:	Neal E. Arnold
	Title:	Chief Executive Officer

Exhibit 10.1

Execution Copy

JOINDER

TO THE

ACQUISITION FINANCE

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

FIRSTSUN CAPITAL BANCORP

AND

THE OTHER SIGNATORIES THERETO

June 14, 2024

JOINDER
TO THE
ACQUISITION FINANCE
SECURITIES PURCHASE AGREEMENT

This Joinder to the Acquisition Finance Securities Purchase Agreement, dated as of June 14, 2024 (this “Joinder”), is entered into by and among FirstSun Capital Bancorp, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

1.Each Purchaser desires to become a party to that certain Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024 (the “Original Agreement”), as subsequently amended pursuant to the First Amendment to the Acquisition Finance Securities Purchase Agreement, dated as of April 20, 2024 (the “First Amendment” and the Original Agreement, as amended, the “Agreement”);

2.Pursuant to Section 2.6 of the First Amendment, the Company has the authority, without the further consent of the other parties to the Agreement, to provide for the purchase and sale of up to 461,539 additional shares of Common Stock, on the same terms and conditions, which would increase the number of shares sold under the Agreement to 4,769,231 shares of Common Stock and increase the minimum investment amount from $140 million to $155 million.

3.The Company and each of Purchasers now desire to join the Agreement to document the purchase and sale of an additional 461,539 shares of Common Stock, on the same terms and conditions as provided for in the Agreement.

NOW, THEREFORE, IN CONSIDERATION of the forgoing and the mutual covenants contained in the Agreement and this Joinder, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions. Capitalized terms used and not defined in this Joinder have the respective meanings assigned to them in the Agreement.

ARTICLE 2
ADDITIONAL PURCHASERS

2.1 Updated Share Allocations. Each reference in the Agreement to the Purchaser’s signature page to the Agreement shall, with respect to the parties to this Joinder, instead

reference the Purchaser’s signature page to this Joinder, including with respect to such Purchaser’s Subscription Amount and the number of Shares to be purchased.

2.2 Updated Recitals. Consistent with Section 2.6 of the First Amendment, without any further action of the Company or the Purchasers, Paragraph C of the Recitals of the Agreement is hereby amended and restated as follows:

C.In connection with the Mergers, each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate amount for all Purchasers together shall be 4,769,231 shares of Common Stock and shall be collectively referred to herein as the “Common Shares”).

2.3 Increased Minimum Investment Amount. Consistent with Section 2.6 of the First Amendment, without any further action of the Company or the Purchasers, Sections 5.1(g) and 5.2(e) of the Agreement are amended by deleting “$140 million” and substituting in lieu thereof “$155 million”.

2.4 Advance Waiver. Execution of this Joinder by each Purchaser who, along with its Affiliates, is purchasing a Subscription Amount of less than Five Million U.S. Dollars, shall constitute advanced prior written consent to: (a) any action by the Company in contravention of the prohibitions of Section 4.12(b)(iv) or (vi) of the Agreement, or (b) any action by the Company in contravention of the prohibitions of Section 4.12(c) of the Agreement so long as, in each case, (x) each Purchaser not subject to the provisions of this Section shall have granted its prior written consent to such action, and (y) such Purchaser is not uniquely and adversely impacted by such action.

ARTICLE 3
MISCELLANEOUS

3.1 Effect of Joinder. Except as expressly amended and/or superseded by this Joinder, the Agreement remains and shall remain in full force and effect. This Joinder shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Joinder and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Joinder with respect to the matters set forth herein, the terms of this Joinder shall control. References in the Agreement or in any of the other Transaction Agreements to the Agreement shall be deemed to mean the Agreement as amended by this Joinder.

3.2 Construction. The headings herein are for convenience only, do not constitute a part of this Joinder and shall not be deemed to limit or affect any of the provisions hereof. The

language used in this Joinder will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Joinder shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Joinder or any of the Transaction Documents.

3.3 Governing Law. This Joinder shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles of any jurisdiction that would apply the law of a jurisdiction other than the State of New York.

3.4 Execution. This Joinder may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be duly executed by their respective authorized signatories as of the date first indicated above.

FIRSTSUN CAPITAL BANCORP

By:

Name: Neal E. Arnold

Title: Chief Executive Officer & President

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOR PURCHASERS FOLLOW]

Company Signature Page

PURCHASER:

By:

Name:

Title:

Aggregate Purchase Price (Subscription Amount):
$

Number of Common Shares to be Acquired:

Number of shares of Common Stock currently owned by Purchaser: ________

Tax ID No.:

Jurisdiction Where

Investment Decision Made:

Address for Notice:

Telephone No.:

E-mail Address:

Attention:

Delivery Instructions:

(if different than above)

c/o

Street:

City/State/Zip:

Attention:

Telephone No.:

Purchaser Signature Page

Cover	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2024
Entity Registrant Name	FIRSTSUN CAPITAL BANCORP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-258176
Entity Tax Identification Number	81-4552413
Entity Address, Address Line One	1400 16th Street
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	831-6704
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001709442
Amendment Flag	false