STONEGATE MORTGAGE CORPORATION (NYSE:SGM) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
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Completion of Acquisition or Disposition of Assets. |
At the effective time of the Merger (theEffective Time), each
share of Stonegates common stock, par value $0.01 per share
(Stonegate Common Stock), issued and outstanding immediately
prior to the Effective Time, except for certain excluded shares,
was automatically converted into the right to receive $8.00 in
cash without interest (the Merger Consideration). In addition,
subject to the terms and conditions of the Merger Agreement, at
the Effective Time: (1)each outstanding option to purchase shares
of Stonegate Common Stock granted by Stonegate fully vested and
was converted automatically into the right to receive an amount
in cash without interest equal to the product of (x)the number of
shares of Stonegate Common Stock subject to such option,
multiplied by (y)the excess, if any, of the Merger Consideration
over the exercise price per share of such option; and (2)each
outstanding restricted stock unit subject only to service-based
vesting conditions granted by Stonegate fully vested and was
converted automatically into the right to receive an amount in
cash without interest equal to the product of (x)the number of
shares of Stonegate Common Stock subject to such unit, multiplied
by (y)the Merger Consideration.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, which
was filed as Exhibit 2.1 to Stonegates Current Report on Form8-K
filed with the Securities and Exchange Commission (the SEC) on
January27, 2017, and the Letter Agreement, dated as of May24,
2017, among Stonegate, Home Point and Merger Sub, which was filed
as Exhibit 10.1 to Stonegates Current Report on Form8-K filed with the SEC on
May25, 2017, both of which are incorporated herein by reference.
The information set forth in the Introductory Note of this
Current Report on Form 8-K is also incorporated
herein by reference.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
Shares of Stonegate Common
Stock are registered to Section 12(b) of the Securities Exchange
Act of 1934 (the Exchange Act) and are listed on the New York
Stock Exchange (the NYSE) under the symbol SGM. In connection
with the consummation of the Merger, at the Effective Time, each
share of Stonegate Common Stock (other than certain excluded
shares) was automatically cancelled and converted into the right
to receive the Merger Consideration. Shares of Stonegate Common
Stock will be suspended from trading on the NYSE effective prior
to the opening of trading on June1, 2017. At Stonegates request,
the NYSE will file on June1, 2017 with the SEC a Form 25 on
Stonegates behalf to commence the process of withdrawing shares
of Stonegate Common Stock from listing with the NYSE and
terminating the registration of such shares under Section 12(b)
of the Exchange Act. Stonegate intends to file with the SEC a
certification and notice on Form 15 under the Exchange Act to
terminate the registration of the shares of Stonegate Common
Stock under the Exchange Act and suspend its reporting
obligations with respect to such shares under Section 15(d) of
the Exchange Act.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in
the Introductory Note and Items 2.01, 3.01 and 5.03 of this
Current Report on Form 8-K is incorporated herein by
reference.
| Item5.01 | Change in Control of Registrant. |
As a result of the
consummation of the Merger, at the Effective Time, a change of
control of Stonegate occurred and Stonegate became a wholly owned
direct subsidiary of Home Point.
The total cash consideration
paid by Home Point for all of the outstanding equity securities
of Stonegate was approximately $211million in cash, which was
funded in part by cash contributions received from certain
investment funds managed by Stone Point Capital LLC to an equity
commitment letter, dated as of January26, 2017, for purposes of
funding the Merger Consideration and related fees and
expenses.
The information set forth in
the Introductory Note and Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements to Certain
Officers.
James V. Smith, former Chief
Executive Officer and President of Stonegate; Carrie Preston,
former Chief Financial Officer of Stonegate; R. Douglas Gilmore,
former Chief Information Officer of Stonegate; Kelly Henry,
former Chief Risk Officer of Stonegate; David L. Dill, former
Executive Vice President of Loan Servicing of Stonegate; David
Kress, former General Counsel and Secretary of Stonegate; Steve
Landes, former Director of National Sales of Stonegate and former
President of NattyMac; and John Macke, former Executive Vice
President of Capital Markets of Stonegate, resigned from their
roles as executive officers of Stonegate effective as of the
Effective Time. In addition, effective as of the Effective Time,
Mr.Smith, Richard A. Kraemer, Kevin Bhatt, James G. Brown, Sam
Levinson, Richard A. Mirro, and J. Scott Mumphrey, constituting
all of the members of the board of directors of Stonegate as of
immediately prior to the Effective Time, resigned from their
roles as directors of Stonegate. None of these resignations were
as a result of any disagreement with Stonegate, its management or
its board of directors.
At the Effective Time, William
Newman, Agha S. Khan, Stephen A. Levey, and Eric L. Rosenzweig
became the directors of Stonegate and the following persons were
appointed as executive officers of Stonegate: William Newman, as
Chief Executive Officer and President; Howard Nathan, as Chief
Financial Officer and Treasurer; Matthew Goodman, as Secretary;
and Sheryl Johnson, as Chief Legal Officer.
| Item5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, and to
the terms of the Merger Agreement, the Articles of Incorporation
and Code of Regulations of Stonegate became the Articles of
Incorporation and Code of Regulations of the surviving
corporation of the Merger. A copy of the Articles of
Incorporation of Stonegate was filed as Exhibit 3.1 to Stonegate
Mortgage Corporation Amendment No.1 to S-1 filed with the SEC on
September30, 2013, and a copy of the Code of Regulations of
Stonegate was filed as Exhibit 3.1 to Stonegates Current Report
on Form 8-K filed with the SEC on January27, 2017. Both documents
are incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits |
(d)
Exhibits
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Exhibit No. |
Description of Exhibit |
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| 2.1 |
Agreement and Plan of Merger, dated as of January26, 2017, by and among Stonegate Mortgage Corporation, Home Point Financial Corporation, and Longhorn Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Stonegates Current Report on Form 8-K filed with the SEC on January27, 2017). |
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| 3.1 |
Third Amended and Restated Articles of Incorporation of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.1 to Stonegate Mortgage Corporation Amendment No.1 to S-1 filed with the SEC on September30, 2013 (File No.333-191047)). |
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| 3.2 |
Fourth Amended and Restated Code of Regulations of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.1 of Stonegates Current Report on Form 8-K filed with the SEC on January27, 2017). |
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| 10.1 |
Letter Agreement, dated as of May24, 2017, among Stonegate Mortgage Corporation, Home Point Financial Corporation, and Longhorn Merger Sub, Inc. (incorporated by reference to Exhibit 10.1 to Stonegates Current Report on Form 8-K filed with the SEC on May24, 2017). |
About STONEGATE MORTGAGE CORPORATION (NYSE:SGM)
Stonegate Mortgage Corporation is a non-bank mortgage company. The Company is focused on originating, financing and servicing the United States residential mortgage loans. The Company’s segments include Originations, Servicing, Financing and Other. The Originations segment primarily originates and sells residential mortgage loans, which conform to the underwriting guidelines of the government sponsored enterprises and government agencies, and non-agency whole loan investors. The Servicing segment includes loan administration, collection and default activities, including the collection and remittance of loan payments, responding to customer inquiries, collection of principal and interest payments, holding custodial funds for the payment of property taxes and insurance premiums, counseling delinquent mortgagors and modifying loans. The Financing segment includes warehouse-lending activities to correspondent customers by the Company’s subsidiary, NattyMac, LLC. STONEGATE MORTGAGE CORPORATION (NYSE:SGM) Recent Trading Information
STONEGATE MORTGAGE CORPORATION (NYSE:SGM) closed its last trading session 00.00 at 7.99 with 38,297 shares trading hands.
