Sec Form 13D Filing - WEBB CARL B filing for - 2025-09-09

The address of the principal business office of each Reporting Person is 6565 Hillcrest Avenue, 6th Floor, Dallas, Texas 75205.

The principal occupation of each of the Reporting Persons is investments.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Carl B. Webb is a United States citizen. All other Reporting Persons were organized in the state of Delaware.

The shares of Class A common stock reported herein as being beneficially owned by the Reporting Persons were issued to EB Acquisition Company LLC and EB Acquisition Company II LLC in connection with the consummation of the merger (the "Merger") on September 2, 2025 (the "Closing Date") pursuant to the terms of the Agreement and Plan of Merger, dated as of March 28, 2025 (the "Merger Agreement"), by and among the Issuer, HomeStreet Bank and Mechanics Bank. 
 
 In connection with the Merger, (i) the Issuer changed its name to "Mechanics Bancorp" from "HomeStreet, Inc." pursuant to an amended and restated articles of incorporation that were filed with the Secretary of State of the State of Washington (the "Articles Amendment") and (ii) at the effective time of the Merger (the "Effective Time"), HomeStreet Bank merged with and into Mechanics Bank, with Mechanics Bank surviving the Merger and becoming a wholly-owned subsidiary of the Issuer. At the Effective Time, each share of common stock, par value $50 per share, of Mechanics Bank designated as voting common stock ("Mechanics voting common stock") issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 3,301.0920 shares of Class A common stock, no par value, of the Issuer. All existing shares of the Issuer's common stock held by legacy Issuer shareholders prior to the Effective Time were redesignated as Class A common stock pursuant to the Articles Amendment that was adopted in connection with the Merger. 
 
 Upon completion of the Merger, the shares of Mechanics voting common stock held by (i) EB Acquisition Company LLC were cancelled and converted into an aggregate of 81,134,239 shares of the Issuer's Class A common stock and (ii) EB Acquisition Company II LLC were cancelled and converted into an aggregate of 90,631,480 shares of the Issuer's Class A common stock.
 
 The funds used by EB Acquisition Company LLC and EB Acquisition Company II LLC to acquire the shares of Mechanics voting common stock were obtained from capital contributions by its members.

The information set forth in Item 3 is incorporated by reference herein. The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments. Subject to applicable legal requirements, one or more of the Reporting Persons may acquire additional securities of the Issuer from time to time in open market or private transactions, depending on such Reporting Person's evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, other opportunities available to the Reporting Persons, and general economic and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Exchange Act). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.
 
 Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Class A common stock to become eligible for termination of registration under Section 12(g) of the Act. Each of the Reporting Persons also reserves the right to propose or participate in changes to the present board of directors or management of the Issuer, including changes to the number of directors, changes to the dividend policy of the Issuer, changes to the business of the Issuer, or changes to the charter, bylaws or instruments corresponding thereto of the Issuer. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Class A common stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Class A common stock beneficially owned by them (or any shares of common stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
 
 Carl B. Webb is a member of the board of directors of the Issuer. As a director of the Issuer, Carl B. Webb may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference herein. The percentage set forth in each row 13 is based upon the 219,822,191 shares of Class A common stock outstanding as of September 2, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 2, 2025. 
 
 The beneficial ownership of the Issuer's Class A common stock by Ford Financial Fund II, L.P. and Ford Management II, L.P. consists of the 81,134,239 shares of Class A common stock directly held by EB Acquisition Company LLC. Ford Financial Fund II, L.P. is the sole member of, and may be deemed to beneficially own the securities owned by, EB Acquisition Company LLC. Ford Management II, L.P. is the general partner of, and may be deemed to beneficially own the securities owned by, Ford Financial Fund II, L.P. 
 
 The beneficial ownership of the Issuer's Class A common stock by Ford Financial Fund III, L.P. and Ford Management III, L.P. consists of the 90,631,480 shares of Class A common stock directly held by EB Acquisition Company II LLC. Ford Financial Fund III, L.P. is the sole member of, and may be deemed to beneficially own the securities owned by, EB Acquisition Company II LLC. Ford Management III, L.P. is the general partner of, and may be deemed to beneficially own the securities owned by, Ford Financial Fund III, L.P. 
 
 The beneficial ownership of the Issuer's Class A common stock by Ford Ultimate Management II, LLC and Carl B. Webb consists of the 171,765,719 shares of Class A common stock directly held by EB Acquisition Company LLC and EB Acquisition Company II LLC. Ford Ultimate Management II, LLC is the general partner of, and may be deemed to beneficially own the securities owned by, Ford Management II, L.P. and Ford Management III, L.P. Carl B. Webb is the sole manager of Ford Ultimate Management II, LLC and exercises sole voting and dispositive power over, and may be deemed to beneficially own, the securities owned by Ford Ultimate Management II, LLC.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Except as set forth in Item 3 and Item 6, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Not applicable.

In connection with the Merger Agreement, EB Acquisition Company LLC, EB Acquisition Company II, LLC, Ford Financial Fund II, L.P., Ford Financial Fund III, L.P. (collectively, the "Ford Parties"), the Issuer, Mechanics Bank, and Rabobank International Holding B.V. ("Rabobank") entered into a registration rights agreement, dated as of March 28, 2025 (the "Registration Rights Agreement"), pursuant to which, among other things, (i) the Ford Parties and Rabobank are entitled to certain demand registration rights, shelf takedown rights and piggyback registration rights with respect to the shares of the Issuer's Class A common stock that they each acquired in the Merger, subject to certain minimum and maximum thresholds and other customary limitations and (ii) the Issuer is required to use reasonable best efforts to file, within 180 days of the Closing Date, a resale shelf registration statement on Form S-3 covering the shares of the Issuer's common stock acquired by the Ford Parties and Rabobank in the Merger.

Exhibit 99.1 Joint Filing Agreement
 Exhibit 99.2 Registration Rights Agreement (incorporated herein by reference to Exhibit 4.1 to Mechanics Bancorp's Current Report on Form 8-K filed with the SEC on September 2, 2025)