FIRSTSUN CAPITAL BANCORP Reports Material Agreement, Unregistered Equity Sale

TL;DR

**FIRSTSUN CAPITAL BANCORP just made a big deal and sold new shares privately, watch for dilution and strategic shifts.**

AI Summary

FIRSTSUN CAPITAL BANCORP filed an 8-K on January 19, 2024, reporting an event on January 15, 2024, related to an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities." This indicates the company likely issued new shares without a public offering, potentially to a specific investor or group, as part of a significant new agreement. For investors, this matters because unregistered sales can dilute existing shareholder value if new shares are issued at a discount, and the nature of the "Material Definitive Agreement" could significantly impact the company's future operations and financial health.

Why It Matters

This filing signals a potentially dilutive event for current shareholders and a significant new strategic direction for FIRSTSUN CAPITAL BANCORP, which could impact its financial performance and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement and unregistered equity sales, which could lead to dilution or significant operational changes, introducing moderate risk.

Analyst Insight

A smart investor would closely monitor subsequent filings (like 10-Q or 10-K) for details on the 'Material Definitive Agreement' and the specifics of the 'Unregistered Sales of Equity Securities' to assess potential dilution and strategic implications before making investment decisions.

Key Players & Entities

• FIRSTSUN CAPITAL BANCORP (company) — registrant filing the 8-K
• January 15, 2024 (date) — date of the earliest event reported
• January 19, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Details of the 'Material Definitive Agreement' will be disclosed in subsequent filings or press releases. (FIRSTSUN CAPITAL BANCORP) — high confidence, target: 2024-03-31
• The 'Unregistered Sales of Equity Securities' will result in a measurable increase in outstanding shares. (FIRSTSUN CAPITAL BANCORP) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — nge Ratio ") of common stock, par value $0.0001 per share, of FirstSun (" FirstSun Comm
• $10.0 million — also provides that a termination fee of $10.0 million will be payable by FirstSun or HomeStre
• $32.50 — Sun sold, and Wellington purchased, for $32.50 per share and an aggregate purchase pri
• $80 m — hare and an aggregate purchase price of $80 million, approximately 2.46 million share
• $95 million — e Investors will invest an aggregate of $95 million in exchange for the sale and issuance,

Filing Documents

• fcb-20240115.htm (8-K) — 85KB
• exhibit21-8xk.htm (EX-2.1) — 766KB
• exhibit41-8xk.htm (EX-4.1) — 18KB
• exhibit101-8xk.htm (EX-10.1) — 56KB
• exhibit102-8xk.htm (EX-10.2) — 54KB
• exhibit103-8xk.htm (EX-10.3) — 448KB
• exhibit104-8xk.htm (EX-10.4) — 376KB
• exhibit105-8xk.htm (EX-10.5) — 161KB
• 0001628280-24-001787.txt ( ) — 2432KB
• fcb-20240115.xsd (EX-101.SCH) — 2KB
• fcb-20240115_lab.xml (EX-101.LAB) — 23KB
• fcb-20240115_pre.xml (EX-101.PRE) — 12KB
• fcb-20240115_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Merger Agreement On January 16, 2024, HomeStreet, Inc., a Washington corporation (" HomeStreet "), FirstSun Capital Bancorp, a Delaware corporation (" FirstSun "), and Dynamis Subsidiary, Inc., a Washington corporation and wholly owned subsidiary of FirstSun (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into HomeStreet, with HomeStreet continuing as the surviving entity (the " Merger "), and immediately following the Merger, HomeStreet will merge with and into FirstSun (the " Second-Step Merger "), with FirstSun continuing as the surviving corporation (the " Surviving Entity "). Promptly following the Second-Step Merger, HomeStreet Bank, a Washington-chartered non-member bank (" HomeStreet Bank "), and, as of immediately prior to the Second-Step Merger, a wholly owned subsidiary of HomeStreet, will merge with and into Sunflower Bank, N.A.(" Sunflower Bank ") (the " Bank Merger " and together with the Merger and the Second-Step Merger, the " Mergers "), with Sunflower Bank continuing as the surviving bank (the " Surviving Bank "). Following the Bank Merger, the Surviving Bank will continue to operate the assumed branches of HomeStreet Bank under the "HomeStreet Bank" name and brand. The Merger Agreement was unanimously approved by the Boards of Directors of each of FirstSun and HomeStreet. Subject to the receipt of requisite regulatory and stockholder approvals and satisfaction or waiver of other closing conditions, certain of which are described below, the parties anticipate that the Mergers and the accompanying Investments (as defined below) will close in mid-2024. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of common stock, no

02. Unregistered Sales of Equity Securities

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 Investment Agreements, the Warrants and shares of FirstSun common stock issuable pursuant to exercise of the Warrants 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.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. Effective January 15, 2024, the holders of a majority of the voting power of FirstSun Common Stock executed a written consent approving and adopting (i) the Share Issuance, and (ii) approving the Charter Amendment. The Charter Amendment will increase the number of FirstSun's authorized shares of capital stock from 60,000,000 to 110,000,000, consisting of 100,000,000 shares of FirstSun Common Stock, and 10,000,000 shares of preferred stock, par value $0.0001 per share and will become effective upon FirstSun's filing of the Charter Amendment with the Secretary of State of the State of Delaware. The written consent was signed by the holders of 12,945,632 shares of FirstSun Common Stock. Each share of FirstSun Common Stock entitles the holder thereof to one vote on all matters submitted to stockholders. Accordingly, the holders of approximately 51.9% of the voting power of FirstSun Common Stock signed the written consent approving the Share Issuance and the Charter Amendment. The Board also approved the Share Issuance and the Charter Amendment.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger dated as of January 16, 2024, by and among HomeStreet, Inc., FirstSun Capital Bancorp, and Dynamis Subsidiary, Inc.* 4.1 Form of Amendment No. 4 to the Stockholders' Agreement by and among FirstSun and the parties signatories thereto 10.1 Form of FirstSun Voting Agreement 10.2 Form of HomeStreet Voting Agreement 10.3 Form of Upfront Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto* 10.4 Form of Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto* 10.5 Form of Upfront Registration Rights Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto* 104 Cover Page Interactive Data File (embedded within 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. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This communication 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. 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 proposed mergers (the "Merger"). Forward-looking statements are not

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