0000897069-18-000156.txt : 20180305 0000897069-18-000156.hdr.sgml : 20180305 20180305172211 ACCESSION NUMBER: 0000897069-18-000156 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180305 DATE AS OF CHANGE: 20180305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HomeStreet, Inc. CENTRAL INDEX KEY: 0001518715 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 910186600 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86836 FILM NUMBER: 18667451 BUSINESS ADDRESS: STREET 1: 601 UNION STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-623-3050 MAIL ADDRESS: STREET 1: 601 UNION STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roaring Blue Lion Capital Management, L.P. CENTRAL INDEX KEY: 0001569786 IRS NUMBER: 203372356 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 550 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-855-2430 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 550 CITY: DALLAS STATE: TX ZIP: 75225 SC 13D/A 1 cg1055.htm

CUSIP No. 43785V102

Page 1 of 12 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

Under the Securities Exchange Act of 1934

HOMESTREET, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

43785V102

(CUSIP Number)

Charles W. Griege, Jr.

Roaring Blue Lion Capital Management, L.P.

8115 Preston Road, Suite 550
Dallas, TX 75225-6307

(214) 855-2430

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to-

Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street

Suite 2800
Chicago, IL 60654-5313

(312) 832-4549

Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue

Suite 3800
Milwaukee, WI 53202-5306

(414) 297-5596

February 27, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box £.

CUSIP No. 43785V102

Page 2 of 12 Pages

1	NAME OF REPORTING PERSON Roaring Blue Lion Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,605,109
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,605,109
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,605,109
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			S^*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14	TYPE OF REPORTING PERSON IA

The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to beneficially own as a result of membership in a “group” and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein.

CUSIP No. 43785V102

Page 3 of 12 Pages

1	NAME OF REPORTING PERSON Charles W. Griege, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,605,109
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,605,109
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,605,109
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			S^*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14	TYPE OF REPORTING PERSON IN, HC

CUSIP No. 43785V102

Page 4 of 12 Pages

1	NAME OF REPORTING PERSON Ronald K. Tanemura
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 10,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			S^*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent
14	TYPE OF REPORTING PERSON IN

CUSIP No. 43785V102

Page 5 of 12 Pages

Item 1.

Security and Issuer

This amended and restated Schedule 13D (this “Schedule 13D”) relates to the common stock, no par value (the “Common Stock”), of HomeStreet, Inc., a Washington corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 601 Union Street, Suite 2000, Seattle, Washington 98101.

As of the date of this Schedule 13D, the Blue Lion Parties (as defined below) held in the aggregate 1,605,109 shares of Common Stock of the Issuer, which represents 5.97% of the outstanding Common Stock.

As of the date of this Schedule 13D, Ronald K. Tanemura held in the aggregate 10,000 shares of Common Stock of the Issuer, which represents less than one percent of the outstanding Common Stock.

Item 2.

Identity and Background

(a)

This Schedule 13D is being filed jointly by Roaring Blue Lion Capital Management, L.P., a Texas limited partnership (“Roaring Blue Lion Capital Management”); and Charles W. Griege, Jr., the managing member of Roaring Blue Lion Capital Management (collectively, the “Blue Lion Parties”), on the one hand, and Ronald K. Tanemura, on the other hand (collectively, the Blue Lion Parties and Mr. Tanemura, the “Reporting Persons”). The Reporting Persons are filing a joint Schedule 13D. The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D.

Roaring Blue Lion, LLC, a Texas limited liability company, is the General Partner of Roaring Blue Lion Capital Management. Mr. Griege is the sole member of Roaring Blue Lion, LLC. Roaring Blue Lion Capital Management and Roaring Blue Lion, LLC are referred to herein as the “Roaring Blue Lion Entities.”

The Blue Lion Parties and Mr. Tanemura may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of the Blue Lion Parties and Mr. Tanemura coordinating their activities with regard to a potential proxy contest. Information regarding the potential proxy contest is reflected in the Notice of Intent to Present Proposals and Nominate Directors submitted by Blue Lion Opportunity Master Fund, L.P. to the Issuer, which was attached as Exhibit 99.7 to the amended Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018. The Blue Lion Parties expressly disclaim beneficial ownership of securities held by Mr. Tanemura, and Mr. Tanemura expressly disclaims beneficial ownership of securities held by the Blue Lion Parties.

(b)-(c)

The principal business address of the Roaring Blue Lion Entities and Mr. Griege is 8115 Preston Road, Suite 550, Dallas, Texas 75225-6307.

The principal business of Roaring Blue Lion Capital Management is to serve as an investment manager or adviser to various pooled investment vehicles, including, among other entities, BLOF II LP, Blue Lion Capital Master Fund, L.P. and Blue Lion Opportunity Master Fund, L.P., and separately managed accounts (collectively, the “Advisory Clients”). Roaring Blue Lion, LLC is the General Partner of Roaring Blue Lion Capital Management. The principal occupation of Mr. Griege is investment management through his ownership and control over the affairs of the Roaring Blue Lion Entities. Roaring Blue Lion Capital Management and Mr. Griege have sole voting and dispositive power over the Common Stock held by the Advisory Clients, and this grant of discretion is not terminable within 60 days.

CUSIP No. 43785V102

Page 6 of 12 Pages

The principal business address of Mr. Tanemura is c/o the Roaring Blue Lion Entities at 8115 Preston Road, Suite 550, Dallas, Texas 75225-6307.

Mr. Tanemura is presently a private investor, and serves as a director for a number of entities, as set forth herein. Since March 2012, Mr. Tanemura has served as a director of post-reorganization Lehman Brothers Holdings Inc. and, since March 2011, as a director of TPG Specialty Lending, Inc., an investment company registered under the Investment Company Act. Also, since November 2012, he has served as a non-executive director of ICE Clear Credit in Chicago and, since 2009, he has served as a non-executive director of ICE Clear Europe in London, both wholly owned subsidiaries of IntercontinentalExchange, Inc.

(d)	During the last five years, none of the Roaring Blue Lion Entities, nor Mr. Griege, nor Mr. Tanemura has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Roaring Blue Lion Entities, nor Mr. Griege, nor Mr. Tanemura has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Mr. Griege and Mr. Tanemura are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, Roaring Blue Lion Capital Management and Mr. Griege have sole voting and dispositive power over 1,605,109 shares of Common Stock of the Issuer acquired at an aggregate cost of $44,845,852, excluding brokerage commissions. These shares were acquired using the Advisory Clients’ available working capital. The Roaring Blue Lion Entities and Mr. Griege do not own any shares of Common Stock of the Issuer directly.

As of the date of this Schedule 13D, Mr. Tanemura had invested $293,127 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was personal investment capital.

From time to time, the Reporting Persons may purchase Common Stock on margin provided by banking institutions or brokerage firms on such firms’ usual terms and conditions. All or part of the shares of Common Stock held by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Other than the foregoing margin arrangements, as of the date of this filing, none of the Reporting Persons have loans secured by Common Stock.

CUSIP No. 43785V102

Page 7 of 12 Pages

Item 4.

Purpose of Transaction

In the aggregate, the Blue Lion Parties hold 5.97% of the Issuer’s Common Stock, based upon the Issuer’s outstanding shares as of November 1, 2017.

In the aggregate, Mr. Tanemura holds less than one percent of the Issuer’s Common Stock, based upon the Issuer’s outstanding shares as of November 1, 2017.

The Reporting Persons purchased the Common Stock for investment purposes. Their intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock for all shareholders.

Consistent with their investment purpose, the Reporting Persons have engaged and will continue to engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans. The Reporting Persons have discussed and will continue to discuss ideas that, if effectuated, may result in any of the following: changes in the Board or management of the Issuer and/or a sale or transfer of a material amount of assets of the Issuer.

On March 5, 2018, the Blue Lion Parties issued a press release addressing a comment letter from the Issuer regarding the Notice of Intent to Present Proposals and Nominate Directors, which is attached hereto as Exhibit 99.9.

On February 23, 2018, Blue Lion Opportunity Master Fund, L.P. nominated two individuals as nominees to the Board, to be elected at the Issuer’s 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The individuals that have been nominated are Ronald K. Tanemura and Paul J. Miller, Jr. (the “Nominees”). In addition, Blue Lion Opportunity Master Fund, L.P. also notified the Issuer that it intends to present three shareholder proposals at the Annual Meeting (the “Proposals”). The following persons may be deemed to be participants in the planned solicitation from the Issuer’s shareholders of proxies in favor of the Nominees and the Proposals: Ronald K. Tanemura, Paul J. Miller, Jr., Charles W. Griege, Jr., Roaring Blue Lion, LLC, Roaring Blue Lion Capital Management, L.P., BLOF II, LP, Blue Lion Capital Master Fund, L.P., and Blue Lion Opportunity Master Fund, L.P. Mr. Miller does not own shares of Common Stock. A copy of the Notice of Intent to Present Proposals and Nominate Directors submitted by Blue Lion Opportunity Master Fund, L.P. to the Issuer was attached as Exhibit 99.7 to the amended Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018, and is incorporated herein by reference. A copy of a press release issued by the Blue Lion Parties, which announced the filing of the Notice, was attached as Exhibit 99.8 to the amended Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018.

CUSIP No. 43785V102

Page 8 of 12 Pages

On January 23, 2018, Mr. Griege issued a press release, which was attached as Exhibit 99.6 to the amended Schedule 13D filed with the Securities and Exchange Commission on January 23, 2018.

On January 17, 2018, Mr. Griege wrote a letter to the Issuer, which was attached as Exhibit 99.5 to the amended Schedule 13D filed with the Securities and Exchange Commission on January 17, 2018.

On December 21, 2017, the Blue Lion Parties met with the Board and provided the presentation attached as Exhibit 99.4 to the amended Schedule 13D filed with the Securities and Exchange Commission on December 27, 2017.

On November 29, 2017, Mr. Griege wrote a letter to the Issuer, which was attached as Exhibit 99.3 to the amended Schedule 13D filed with the Securities and Exchange Commission on December 1, 2017.

On November 20, 2017, Mr. Griege wrote a letter to the Issuer that was attached as Exhibit 99.2 to the initial Schedule 13D filed with the Securities and Exchange Commission on November 20, 2017.

The Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below considerations, the results of such communications. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

Unless otherwise noted in this Schedule 13D, no Reporting Person, nor any of their affiliates or associates, has any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as a group (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise (although they have no present intention of increasing their aggregate holdings above 9.999% of the Issuer’s outstanding Common Stock), (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions, in one or more registered private offerings or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results referenced in this Item 4.

Item 5.

Interest in Securities of the Issuer

(a) - (b) As of the date of this Schedule 13D, the Blue Lion Parties held in the aggregate 1,605,109 shares of Common Stock of the Issuer, which represents 5.97% of the outstanding Common Stock. As of the date of this Schedule 13D, Ronald K. Tanemura held in the aggregate 10,000 shares of Common Stock of the Issuer, which represents less than one percent of the outstanding Common Stock. The percentages used in this Schedule 13D are calculated based upon 26,888,287.6 outstanding shares of Common Stock as of November 1, 2017. This amount is based upon the number of outstanding shares of Common Stock reported in the Issuer’s quarterly report on Form 10-Q filed on November 3, 2017.

CUSIP No. 43785V102

Page 9 of 12 Pages

(c) Roaring Blue Lion Capital Management has not effected any transactions in the Common Stock since the amended Schedule 13D filed on February 26, 2018.

Because Mr. Griege is the managing member of Roaring Blue Lion Capital Management, he is deemed to share voting power and dispositive power over the shares of Common Stock held by Roaring Blue Lion Capital Management on behalf of the Advisory Clients.

Mr. Griege has not effected any transactions in the Common Stock directly in his name.

Mr. Tanemura has effected the following transactions in the Common Stock during the past sixty days.

Date	Number of Shares Purchased or (Sold)	Price Per Share (Average Price Per Share)	Where and How Transaction Effected	Intra-Day Price Range
				Low	High
2/27/18	10,000	$29.2827	Open Market	$29.205	$29.48

(d) Other than the Advisory Clients for which Roaring Blue Lion Capital Management acts as the investment adviser, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, shares of the Common Stock.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Roaring Blue Lion Capital Management is the investment manager on behalf of the Advisory Clients. Each of the Advisory Clients has granted Roaring Blue Lion Capital Management the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement, and this grant of discretion is not terminable within 60 days. Roaring Blue Lion Capital Management is entitled to a fee for managing and advising these Advisory Clients, generally based upon a percentage of the Advisory Clients’ capital. Roaring Blue Lion Capital Management, or a wholly owned subsidiary of Roaring Blue Lion Capital Management, serves as general partner of various partnerships. For serving as the general partner of these partnerships, Roaring Blue Lion Capital Management, or the subsidiary, is entitled to an allocation of a portion of net profits, if any, generated by the partnerships.

The Blue Lion Parties will reimburse the Nominees for any expenses that they reasonably incur in connection with the intended solicitation of proxies for use at the Annual Meeting. The Blue Lion Parties will bear the cost of the intended solicitation of proxies for use at the Annual Meeting. Mr. Tanemura does not have any arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Issuer. Mr. Miller does not have any arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Issuer. Neither of the Nominees is, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to each other or any other person as to how he, if elected as a director of the Issuer, will act or vote on any issue or question.

CUSIP No. 43785V102

Page 10 of 12 Pages

Other than the foregoing arrangements and relationships, and the Joint Filing Agreement attached as Exhibit 99.1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

99.1	Joint Filing Agreement by and among the Reporting Persons.
99.2	Letter to HomeStreet, Inc. dated November 20, 2017. [Attached as Exhibit 99.2 to the original Schedule 13D, as filed with the Securities and Exchange Commission on November 20, 2017, and incorporated herein by reference.]
99.3	Letter to HomeStreet, Inc. dated November 29, 2017. [Attached as Exhibit 99.3 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on December 1, 2017, and incorporated herein by reference.]
99.4	Presentation to HomeStreet, Inc. dated December 21, 2017. [Attached as Exhibit 99.4 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on December 27, 2017, and incorporated herein by reference.]
99.5	Letter to HomeStreet, Inc. dated January 17. [Attached as Exhibit 99.5 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on January 17, 2018, and incorporated herein by reference.]
99.6	Press Release dated January 23, 2018. [Attached as Exhibit 99.6 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on January 23, 2018, and incorporated herein by reference.]

CUSIP No. 43785V102

Page 11 of 12 Pages

99.7	Notice of Intent to Present Proposals and Nominate Directors dated February 23, 2018. [Attached as Exhibit 99.7 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on February 26, 2018, and incorporated herein by reference.]
99.8	Press Release dated February 26, 2018. [Attached as Exhibit 99.7 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on February 26, 2018, and incorporated herein by reference.]
99.9	Press Release dated March 5, 2018.

CUSIP No. 43785V102

Page 12 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 5, 2018

	ROARING BLUE LION CAPITAL MANAGEMENT, LLC By: /s/ Charles W. Griege, Jr. Name: Charles W. Griege, Jr. Title: Managing Member
	/s/ Charles W. Griege, Jr. Charles W. Griege, Jr.
	/s/ Ronald K. Tanemura Ronald K. Tanemura

EX-99.1 2 cg1055ex991.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, no par value, of HomeStreet, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing(s).

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of March 5, 2018.

	ROARING BLUE LION CAPITAL MANAGEMENT, LLC By: /s/ Charles W. Griege, Jr. Name: Charles W. Griege, Jr. Title: Managing Member
	/s/ Charles W. Griege, Jr. Charles W. Griege, Jr.
	/s/ Ronald K. Tanemura Ronald K. Tanemura

EX-99.9 3 cg1055ex999.htm

EXHIBIT 99.9

HomeStreet Board Reveals Its Disdain for Shareholder Rights

Uses Disgraceful Tactics to Avoid Accountability

Blue Lion Capital Will Ensure Shareholders Have a Choice at HomeStreet's 2018 Annual Meeting

NEWS PROVIDED BY

Blue Lion Capital

09:19 ET

DALLAS, March 5, 2018 /PRNewswire/ -- Blue Lion Capital ("BLC") and its affiliates, which manage funds that beneficially own approximately 6.0% of the stock of HomeStreet, Inc. (Nasdaq: HMST) ("HomeStreet" or the "Company"), has provided notice (the "Notice") of its intention to nominate two directors to the HomeStreet Board of Directors and propose two substantive corporate governance improvements at the Company's 2018 Annual Meeting of Shareholders (the "Annual Meeting"). On March 1, 2018, HomeStreet announced that it believes the Notice is invalid, falsely claiming that BLC failed to satisfy the nomination requirements set forth in the Company's Amended and Restated Bylaws (the "Bylaws").

There is no information missing from BLC's 133-page Notice. The Notice is wholly compliant with HomeStreet's Bylaws and includes every material piece of required information relating to BLC, its nominees and its governance proposals. BLC believes there is no ambiguity whatsoever in the Notice and that it provides more than sufficient detail for HomeStreet to have advance notice of BLC's intentions.

Nowhere in its objection to BLC's Notice does HomeStreet claim it has insufficient knowledge of BLC's intended actions. Instead, HomeStreet's Board attempts to invalidate the Notice with a novel objection: BLC not only needed to provide the information required (which it did), but BLC also needed to repeat "No Further Information" or "Not Applicable" more than twenty-five times, to confirm that there was nothing else it needed to disclose.

For example, one of BLC's nominees is Paul Miller. Mr. Miller is a former highly regarded bank research analyst who covered the Company for five years. Mr. Miller provided extensive disclosures in the Notice about his background. One question on HomeStreet's Board of Director Questionnaire asked him to "describe any loan" he has taken from the Bank. Mr. Miller has never had a loan from HomeStreet and, as a result, properly left the "please describe" box blank. Mr. Miller then attested that his answers on the Questionnaire were "true and complete" and "true and accurate."

HomeStreet nevertheless claims Mr. Miller's answer about the existence of loans is incomplete, fails to provide the Company sufficient notice of Mr. Miller's nomination and thus invalidates the Notice. BLC believes HomeStreet's position is patently absurd.

HomeStreet and its advisors have also, clearly, misread the Company's poorly crafted Bylaws. Those Bylaws, by their own terms, simply do not call for the vast majority of the information the Company claims BLC should have provided. Recognizing that the Bylaws were unusual, and acting in good faith, BLC voluntarily provided significantly more information in its Notice about its affiliates and Nominees than is actually required by the letter of the Bylaws.

"Perhaps because we are not in the business of fighting wars, unlike HomeStreet's advisors and lawyers," said Charles W. Griege, Jr., Managing Partner and Chief Investment Officer of BLC, "we elected to provide HomeStreet with substantially more information than their unusual Bylaws require. And, what did they do? They misread their own Bylaws, assumed they were like most other Bylaws, and brazenly responded that we fell short. It is just shameful."

In another extraordinary example of bad faith, HomeStreet claims that BLC's Notice was inadequate because it did not comply with provisions of the proxy rules that require a proxy to disclose the principal business of the organizations for which the nominees have worked. Despite the fact that nothing in HomeStreet's Bylaws requires this information in a notice of nomination, BLC voluntarily did provide a description of every organization for which its nominees worked during the past five years. HomeStreet's objection on this point is flawed therefore for two reasons – the disclosure was not required and, despite that, BLC provided it anyway. Ironically, HomeStreet itself – in every annual proxy statement delivered to shareholders since its IPO in 2012 – has failed to comply with this disclosure provision of the proxy rules.

"We voluntarily provided the information, while the Company has seemingly violated this rule every year of its life as a public company, and yet HomeStreet has the gall to complain about us," said Mr. Griege.

It is quite obvious to BLC that HomeStreet has disingenuously claimed the Notice is incomplete, misread its own Bylaws and is applying a double standard. In short, BLC believes HomeStreet is intentionally using its control of the corporate machinery to manipulate the nomination process to suppress the rights of every HomeStreet shareholder.

"Only a completely mismanaged process could have produced the response we received from HomeStreet," continued Mr. Griege. "Just what is this Board so afraid of and what are the independent directors of this Board doing? The notion that a line left blank because there is no additional information to disclose can be seized upon as an incomplete answer is nothing short of absurd. So too is misreading your own Bylaws and insisting that a shareholder comply with imagined, unwritten provisions. How can this Board be so irresponsible as to waste shareholder money on advisors and lawyers to disenfranchise shareholders on such specious grounds?"

Unfortunately, the aggressive tactics the Board is employing against BLC are nothing new for HomeStreet. The Company similarly attempted to impede an accounting investigation by the Securities and Exchange Commission (the "SEC") that began in 2015. The two incumbent directors whose terms expire at the Annual Meeting, Douglas Smith and Scott Boggs, were both members of HomeStreet's Audit Committee when the SEC found that the Company had not only violated securities laws, but also intentionally interfered with the SEC investigation by inappropriately trying to hunt down the whistleblower. The Company was fined $500,000 by the SEC for its illegal conduct in 2017.

"We believe shareholders deserve the right to hold Mr. Smith and Mr. Boggs accountable in part for the accounting failures, inadequate Audit Committee oversight, and disgraceful actions of the Company relating to the SEC investigation," said Mr. Griege. "Just like the whistleblower employee who reported the inappropriate behavior to the SEC, we too will not back down. We simply cannot allow the Company to silence its critics regardless of whether they are a whistleblower or shareholders. We will hold the entire Board of Directors accountable for their abject failures of corporate culture and corporate governance. We will see to it that shareholders have an opportunity to elect new, independent directors at this year's Annual Meeting."

Mr. Griege concluded, "It is remarkable that this Board – which has overseen a Company that violated accounting rules, took actions to impede an SEC investigation, failed to produce a single compliant proxy statement, and has a flawed set of Bylaws – is bold enough to attack a major shareholder. The rejection of our Notice is nothing short of an outrageous abuse of the directors' privileged position and an affront to shareholder rights. It takes a pathetic mix of bad faith and gumption for sitting directors and their high-priced advisors to use shareholder money to trump up baseless claims to block the proper and good-faith nomination of would-be director replacements."

BLC is sending a comprehensive response to HomeStreet and its attorneys and demanding that the Company comply with Washington State law and HomeStreet's Bylaws. BLC will move forward with its proxy solicitation and defend its shareholder rights by all means available.

Additional materials concerning BLC's views on HomeStreet are available at the Securities and Exchange Commission's website at https://tinyurl.com/y8mpemcw, https://tinyurl.com/y8qvcfkn, https://tinyurl.com/y7gnh4c8 and https://tinyurl.com/y8egtczm.

Important Information

This press release is not a solicitation of a proxy from any security holder of HomeStreet, Inc. (the "Company"). Blue Lion Opportunity Master Fund, L.P. has nominated two individuals as nominees to the Company's board of directors and intends to solicit votes for the election of those individuals as members of the Company's board of directors. The individuals that have been nominated are Ronald K. Tanemura and Paul J. Miller, Jr. (the "Nominees"). In addition, Blue Lion Opportunity Master Fund, L.P. has notified the Company that it intends to present three shareholder proposals at the Company's 2018 Annual Meeting of Shareholders (the "Proposals"). Blue Lion Opportunity Master Fund, L.P. will send a definitive proxy statement, proxy card and related proxy materials to shareholders of the Company seeking their support of the Nominees and the Proposals at the Company's 2018 Annual Meeting of Shareholders. Shareholders are urged to read the definitive proxy statement and proxy card when they become available, because they will contain important information about the Nominees and the Proposals, the Company and related matters. Shareholders may obtain a free copy of the definitive proxy statement and proxy card (when available) and other documents filed with the Securities and Exchange Commission ("SEC") by Blue Lion Opportunity Master Fund, L.P. and its affiliates (the "Blue Lion Parties") at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed with the SEC by the Blue Lion Parties may also be obtained free of charge from the Blue Lion Parties, upon request.

Participants in Solicitation

The following persons may be deemed to be participants in the planned solicitation from the Company's shareholders of proxies in favor of the Nominees and the Proposals (the "Participants"): Ronald K. Tanemura, Paul J. Miller, Jr., Charles W. Griege, Jr., Roaring Blue Lion, LLC, Roaring Blue Lion Capital Management, L.P., BLOF II, LP, Blue Lion Capital Master Fund, L.P., and Blue Lion Opportunity Master Fund, L.P. The Participants may have interests in the solicitation, including as a result of holding shares of the Company's common stock. Information regarding the Participants and their interests may be found in the Notice of Intent to Present Proposals and Nominate Directors, as filed with the SEC on February 26, 2018, which is incorporated herein by reference.

SOURCE Blue Lion Capital