FirstSun Capital Bancorp (OTCPK:FSUN) executed a letter of intent to acquire HomeStreet, Inc. (NasdaqGS:HMST) for approximately $280 million on January 12, 2024. FirstSun Capital Bancorp entered into a definitive merger agreement to acquire HomeStreet, Inc. on January 16, 2024. Under the terms of the agreement, the companies will combine in an all-stock transaction in which HomeStreet shareholders will receive 0.4345 of a share of FirstSun common stock for each share of HomeStreet common stock which represents a value of $14.75 per share. Under the terms of the agreement, HomeStreet and HomeStreet Bank will merge with and into FirstSun and Sunflower Bank, respectively, with HomeStreet Bank continuing to operate under its tradename in its current markets. The combined entity is expected to be listed on the NASDAQ upon closing and will trade under the name of FirstSun Capital Bancorp. Upon completion of the merger, the shares issued to HomeStreet shareholders are expected to comprise 22% of the outstanding shares of the combined company, the shares issued to Investors in the common stock issuance are expected to represent 14% of the combined company, and the expected remaining ownership of 64% will be held by legacy FirstSun common shareholders. Once completed, the merger will create a premier regional bank with $17 billion in total assets and 129 branch locations across some of the most attractive markets in the United States. HomeStreet Bank will continue to operate under its name in its current markets of operation. FirstSun also entered into investment agreements with investors to raise capital to support the merger, led by Wellington Management (?Wellington?, and combined the ?Investors?). In aggregate, $175 million of common stock will be issued to those Investors: (a) $80 million of which will be issued to Wellington immediately following today?s merger announcement, and (b) the remaining $95 million of which will be issued concurrently with, and subject to, closing of the merger (?acquisition equity?). In the equity capital raise transaction, FirstSun will sell approximately (i) 2.46 million shares of its common stock at an issuance price of $32.50 per share at the announcement of the merger and (ii) 2.92 million shares of its common stock at an issuance price of $32.50 per share at the closing of the merger. If the merger agreement is terminated in certain circumstances, a termination fee of $10 million may be required to be paid by either HomeStreet or FirstSun to the other party, as applicable.

Mollie Hale Carter, Executive Chairman of FirstSun, and Neal Arnold, CEO, President & Director of FirstSun, will retain their current roles at the combined company. Mark Mason, who currently serves as Executive Chairman, President & CEO of HomeStreet, will serve as Executive Vice Chairman at the combined company following the merger. Additionally, three current HomeStreet directors, inclusive of Mr. Mason, will join the combined company board of directors at closing. The parties expect the closing of the merger to occur in the middle of 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the shareholders of each company. Principal FirstSun investors, as well as members of the HomeStreet Board of Directors, have executed voting agreements committing to support the transaction. The acquisition equity capital is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions. Frank Sorrentino IV of Stephens Inc. served as financial advisor and rendered a fairness opinion to FirstSun?s board of directors and Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun. Aaron J. Axton and Ashwin Kakani of Keefe Bruyette and Woods, A Stifel Company, served as financial advisor and rendered a fairness opinion to HomeStreet?s board of directors; and Rodge Cohen, Mitch Eitel, Dylan Handelsman, Charlie Wowk, Patrick Gaughan, Dylan Ottney, Heather Coleman, Alexander Capogna, Eric Wang, James Jang, Mehdi Ansari, Grace Son, Taoxin Wang, Yevgeniy Markov and Matt Brennan of Sullivan and Cromwell LLP served as legal counsel to HomeStreet. Schulte, Roth & Zabel LLP served as legal advisor to Wellington Management. HomeStreet agreed to pay KBW a cash fee equal to the greater of (i) $10,000,000 and (ii) 1.25% of the aggregate merger consideration, $500,000 of which became payable to Keefe Bruyette and Woods with the rendering of Keefe Bruyette and Woods? opinion and the balance of which is contingent upon the closing of the transaction. Latham & Watkins served as legal advisor to Keefe Bruyette and Woods, A Stifel Company. HomeStreet has retained Okapi Partners LLC to solicit proxies for a fee of up to $25,000. Aaron Axton, Michael Garea and Ashwin Kakani of Keefe, Bruyette & Woods, Inc. acted as financial advisor to HomeStreet.