4 unchanged sentences
There are currently no matters that, in the opinion of management, would have a material adverse effect on our consolidated balance sheet, results of operations or liquidity, or for which there would be a reasonable possibility of such a loss based on information known at this time.
−Removed: ITEM 1A RISK FACTORS
−Removed: Refer to Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of factors that could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position.
−Removed: ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: Sales of Unregistered Securities
−Removed: There were no sales of unregistered securities during the third quarter of 2023.
−Removed: ITEM 3 DEFAULTS UPON SENIOR SECURITIES
−Removed: Not applicable.
−Removed: ITEM 4 MINE SAFETY DISCLOSURES
−Removed: Not applicable.
+Added: On April 11, 2024, a putative shareholder of the Company filed a complaint related to the pending Merger transaction in the U.S.
+Added: District Court for the Southern District of New York (the “Complaint”).
+Added: The action is captioned as Marsha Ederer v.
+Added: HomeStreet, Inc.
+Added: The Complaint named as defendants the Company and the Company’s Board of Directors.
+Added: The Complaint alleges, among other things, that the proxy statement/prospectus filed with the SEC on March 8, 2024 in connection with the Merger was materially incomplete and misleading.
+Added: This, according to the Complaint, violated Section 14(a) of the Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act.
+Added: The Complaint seeks, among other things:
+Added: (i) an injunction enjoining the Merger, (ii) rescission or rescissory damages in the event the Merger contemplated by the Merger Agreement is consummated, (iii) direction that defendants cause a revised proxy statement/prospectus to be disseminated, (iv) costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and (v) other relief the court may deem just and proper.
+Added: The Complaint remains pending, but no defendant in the case has been served, and the plaintiff has taken no steps to pursue the litigation.
+Added: Additional lawsuits arising out of the Merger may be filed in the future.
+Added: There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits.
+Added: HomeStreet believes that the Complaint is without merit and intends to defend vigorously against the Complaint.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.