Mechanics Bancorp — Proxy Solicitation & Information Statement 2019

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Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · ASIA PACIFIC · EUROPE

May 14, 2019

Via EDGAR, Email and FedEx

Nicholas P. Panos

Senior Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

| Re: |
| --- |
| PRER14A
preliminary proxy statement filing made on Schedule 14A Filed
on May 10, 2019, by HomeStreet, Inc. File
No. 001-35424 |

Dear Mr. Panos:

On behalf of our client, HomeStreet, Inc. (the “ Company ”), set forth below is our response to the comment received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated May 13, 2019, with respect to the amended preliminary proxy statement on Schedule 14A filed with the Commission on May 10, 2019, File No. 001-35424 (the “ Amended Preliminary Proxy Statement ”).

For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references to page numbers and captions in our response correspond to the Amended Preliminary Proxy Statement unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Amended Preliminary Proxy Statement.

Schedule 14A

| 1. |
| --- |
| Response :
On April 15, 2019, the Company instructed its transfer agent, Broadridge Financial Solutions, Inc. (“ Broadridge ”),
to set a record date of May 13, 2019 in connection with the 2019 Annual Meeting and to notify each record holder of the Company’s
common stock in accordance with Rule 14a-13(a)(1). As such, this notice was distributed 20 business days in advance
of the record date of the 2019 Annual Meeting in accordance with Rule 14a-13(a)(3). Attached hereto as Exhibit
A , please find correspondence between the Company and Broadridge confirming that a broker search was started on April
15, 2019 for a record date of May 13, 2019. However, we also note that subsequently, the Company’s proxy solicitor,
Okapi Partners LLC (“ Okapi ”), discovered that Broadridge’s notice to record holders had not
indicated the nature of the record date—namely, that the May 13, 2019 record date was for the 2019 Annual Meeting. Okapi
immediately corrected the error with Broadridge and, in an abundance of caution, Okapi sent a second set of broker search
notices to the Company’s record holders. The Company believes that it acted reasonably in relying on Broadridge in ensuring
compliance with Rule 14a-13(a)(3) and, particularly in light of the subsequent notice delivered by Okapi clarifying the nature
of the record date, that no nominee holders have been prejudiced, that all nominee holders have been made fully aware that
May 13, 2019 has been set as the record date for the 2019 Annual Meeting and that all record holder accounts have been adequately
captured and known for purposes of mailing definitive proxy materials. We also confirm that the May 13, 2019 record date will
be disclosed in the definitive proxy materials for the 2019 Annual Meeting. |

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United States Securities and Exchange Commission

Division of Corporation Finance

May 14, 2019 Page 2

Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Kai Haakon E. Liekefett at (212) 839-8744 or Beth E. Berg (312) 853-7443.

| Very truly
yours, | |
| --- | --- |
| SIDLEY
AUSTIN LLP | |
| By: | /s/
Kai Haakon E. Liekefett |
| Name: | Kai
Haakon E. Liekefett |

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United States Securities and Exchange Commission

Division of Corporation Finance

May 14, 2019 Page 3

Exhibit A

Email Correspondence between Broadridge and the Company on Tuesday, May 14, 2019

From: < @broadridge.com > Sent: Tuesday, May 14, 2019 1:23 PM To: Lauree Seko < [email protected] > Subject: Broker Search

Hi Lauree,

I can confirm that we conducted a broker search with a record date of 5/13/2019.

The search was started on 4/15/2019.

Let me know if you have any additional questions.

Thanks,

| Relationship Manager, BCIS | Broadridge Financial Solutions, Inc. 51 Mercedes Way | Edgewood, NY 11717 | USA | p