FirstSun Capital Bancorp Files 8-K: Material Agreement & Equity Sales

TL;DR

FCBC filed an 8-K for a material agreement and equity sales. Keep an eye on this.

AI Summary

On June 14, 2024, FirstSun Capital Bancorp entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful monitoring.

Key Players & Entities

• FirstSun Capital Bancorp (company) — Registrant
• June 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 814552413 (tax_id) — I.R.S. Employer Identification Number
• 1400 16th Street , Suite 250 Denver , Colorado 80202 (address) — Address of principal executive offices
• ( 303 ) 831-6704 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $32.50 — un common stock, at a purchase price of $32.50 per share, for an additional investment
• $15 m — share, for an additional investment of $15 million, conditioned on consummation of t
• $220 million — ased from an aggregate capital raise of $220 million to $235 million. Other than as express
• $235 million — regate capital raise of $220 million to $235 million. Other than as expressly modified by t

Filing Documents

• fcb-20240614.htm (8-K) — 44KB
• exhibit101-firstsunxformof.htm (EX-10.1) — 31KB
• 0001709442-24-000029.txt ( ) — 202KB
• fcb-20240614.xsd (EX-101.SCH) — 2KB
• fcb-20240614_lab.xml (EX-101.LAB) — 20KB
• fcb-20240614_pre.xml (EX-101.PRE) — 12KB
• fcb-20240614_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Additional Investments Pursuant to Acquisition Finance Securities Purchase Agreement As previously announced, in connection with the contemplated merger (the " Merger ") of FirstSun Capital Bancorp, a Delaware corporation (" FirstSun "), and HomeStreet, Inc., a Washington corporation (" HomeStreet "), FirstSun had the ability to offer an additional approximately 460 thousand shares of FirstSun common stock, at a purchase price of $32.50 per share, for an additional investment of $15 million, conditioned on consummation of the Merger. On June 14, 2024, FirstSun entered into a Joinder (the " AFSPA Joinder ") to the Acquisition Finance Securities Purchase Agreement, dated January 16, 2024, as amended on April 30, 2024 (the " AFSPA "), with certain funds managed by Castle Creek Capital Partners VIII. L.P., Maltese Capital Management, LLC, and Philadelphia Financial Management of San Francisco, LLC (collectively, the " Investors "). Pursuant to the AFSPA Joinder, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the Merger, the Investors will invest an aggregate of $15 million, in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 460 thousand shares of FirstSun common stock. As a result, FirstSun's total equity capital raised in connection with the Merger increased from an aggregate capital raise of $220 million to $235 million. Other than as expressly modified by the AFSPA Joinder, the Acquisition Finance Securities Purchase Agreement, a form of which was filed as an Exhibit 10.4 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on January 19, 2024, and the First Amendment to the Acquisition Finance Securities Purchase Agreement, a form of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission

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 AFSPA and the AFSPA Joinder 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. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This current report on Form 8-K 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, regarding the proposed transaction between FirstSun and HomeStreet. 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 Merger. Forwardlooking statements are not historical facts and represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial conditions to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, (1) expe

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K: EXHIBIT INDEX Exhibit Number Description 10.1 Form of Joinder to the Acquisition Finance Securities Purchase Agreement, dates as of June 14, 2024, by and among FirstSun and the parties signatories thereto * 104 Cover Page Interactive Data File (embedded within the Inline 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. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRSTSUN CAPITAL BANCORP Date: June 14, 2024 By: /s/ Neal E. Arnold Name: Neal E. Arnold Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR