FirstSun Capital Bancorp Files 8-K for Equity Sales and Agreements

Ticker: FSUN · Form: 8-K · Filed: Apr 30, 2024 · CIK: 1709442

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

Related Tickers: FSUN

TL;DR

FSUN filed an 8-K for equity sales and material agreements. Details TBD.

AI Summary

On April 30, 2024, FirstSun Capital Bancorp entered into a material definitive agreement related to unregistered sales of equity securities. The company also made a Regulation FD disclosure and reported on other events, including financial statements and exhibits. Specific details regarding the nature of the agreement and the equity sales were not provided in this summary.

Why It Matters

This filing indicates potential changes in the company's equity structure or financing activities, which could impact its financial standing and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further scrutiny.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by FirstSun Capital Bancorp?

The filing indicates a material definitive agreement was entered into on April 30, 2024, but the specific details of this agreement are not elaborated upon in the provided text.

What type of equity securities were sold in the unregistered sale?

The filing mentions unregistered sales of equity securities but does not specify the type or amount of securities involved.

What is the purpose of the Regulation FD disclosure mentioned in the filing?

The filing notes a Regulation FD disclosure was made, but the content or reason for this disclosure is not detailed in the provided text.

Are there any significant financial statements or exhibits included with this 8-K filing?

The filing lists 'Financial Statements and Exhibits' as an item, suggesting their inclusion, but the content of these documents is not described.

What is FirstSun Capital Bancorp's principal executive office address?

FirstSun Capital Bancorp's principal executive offices are located at 1400 16th Street, Suite 250, Denver, Colorado, 80202.

Filing Stats: 2,772 words · 11 min read · ~9 pages · Grade level 13.4 · Accepted 2024-04-30 17:16:16

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2024 FIRSTSUN CAPITAL BANCORP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333-258176 (Commission File Number) 81-4552413 (IRS Employer Identification No.) 1400 16th Street , Suite 250 Denver , Colorado (Address of principal executive offices) 80202 (Zip Code) (303) 831-6704 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: none Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement Merger Agreement Amendment On April 30, 2024, FirstSun Capital Bancorp, a Delaware corporation (" FirstSun "), entered into Amendment No. 1 (the " Amendment ") to the Agreement and Plan of Merger, dated January 16, 2024 (the " Merger Agreement "), by and among HomeStreet, Inc., a Washington corporation (" HomeStreet "), FirstSun, and Dynamis Subsidiary, Inc., a Washington corporation and wholly owned subsidiary of FirstSun (" Merger Sub "). Capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement. Under the Amendment, HomeStreet, FirstSun, and Merger Sub have agreed to amend the Merger Agreement as follows, in each case as more particularly described in the Amendment: 1. Contemplate 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. 2. Reduce the Exchange Ratio from 0.4345 to 0.3867. 3. Reduce the 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 from $10,000,000 to $2,600,000 plus reimbursement of FirstSun's transaction fees and expenses. 4. Change the structure of the Bank Merger, so that Sunflower Bank, N.A. will convert from a national banking association into a Texas state-chartered bank that is a member of the Federal Reserve System (" New Parent Bank "), and HomeStreet Bank will merge with and into New Parent Bank, with New Parent Bank as the surviving entity in the Bank Merger. 5. Amend the definition of Requisite Regulatory Approvals such that the approval of the OCC is replaced with the approval of the Texas Department of Banking and additional approvals of the Federal Reserve Board. 6. Provide for FirstSun's issuance of $48.5 million of subordinated debt. 7. Provide for HomeStreet's disposition of approximately $300 million of certain commercial real estate loans. The Amendment was unanimously approved by the Boards of Directors of each of FirstSun and HomeStreet. Other than as expressly modified by the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on January 19, 2024, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment and the Merger Agreement, which are attached hereto as Exhibit 2.1 and Exhibit 2.2 , respectively, and incorporated herein by reference. Amendment to Acquisition Finance Securities Purchase Agreement Concurrently with its entry into the Amendment, on April 30, 2024, FirstSun entered into a First Amendment to Acquisition Finance Securities Purchase Agreement (the " AFSPA Amendment ") dated January 16, 2024, with certain funds managed by Wellington Management (" Wellington ") and certa

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