FirstSun Capital Bancorp And HomeStreet Amend Merger Agreement; Increase In Firstsun's Total Equity Capital Raised In Connection With Merger Of Additional $45M-60M; Revised Ratio Which HomeStreet Shareholders Receive 0.3867 Shares
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- an increase in FirstSun's total equity capital raised in connection with the merger of an additional $45 million to $60 million, resulting in an increase from an aggregate capital raise of $175 million to up to $235 million (as further discussed below);
- a revised exchange ratio pursuant to which HomeStreet shareholders will receive 0.3867 shares (revised from 0.4345 shares under the original merger agreement) of FirstSun common stock for each share of HomeStreet common stock, which represents a value of $13.53 per share (based on the closing price per share of FirstSun shares on April 29, 2024);
- a reduced termination fee payable by HomeStreet in certain circumstances if HomeStreet receives a competing acquisition proposal within 30 days after the effective date of the Amendment to $2,600,000, plus reimbursement of FirstSun's transaction fees and expenses;
- that the combined company's ongoing banking operations will operate under a Texas state charter with FirstSun's subsidiary bank, Sunflower Bank, converting from a national bank to a Texas state chartered bank and that Sunflower Bank will also seek membership in the Federal Reserve System;
- FirstSun's issuance of $48.5 million of subordinated debt concurrently with the closing, the proceeds of which will be contributed to Sunflower Bank to further support Sunflower Bank's capital; and
- HomeStreet's disposition or sale of approximately $300 million (based on principal balance) of certain of its Commercial Real Estate loans, which disposition or loan sales will be consummated upon, or as soon as reasonably practicable, after the closing of the merger