STONEGATE MORTGAGE CORPORATION (NYSE:SGM) Files An 8-K Other Events
Item8.01
| Other Events. |
On March13, 2017, Stonegate Mortgage Corporation, an Ohio
corporation (the Company), issued a press release announcing the
record date and meeting date of the special meeting of its
stockholders in connection with the previously announced pending
acquisition of the Company by Home Point Financial Corporation, a
New Jersey corporation (Home Point Financial), to the Agreement
and Plan of Merger, dated as of January26, 2017 (the Merger
Agreement), by and among the Company, Home Point Financial and
Longhorn Merger Sub, Inc., an Ohio corporation and wholly owned
subsidiary of Home Point Financial (Merger Sub), to which, among
other things, Merger Sub will be merged with and into the
Company, with the Company as the surviving corporation (the
Merger). The special meeting is being called to seek stockholder
approval of a proposal to adopt the Merger Agreement and certain
other related matters.
A copy of the press release is attached hereto as Exhibit99.1 and
is incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are intended to be protected
by the safe harbor provided therein. We generally identify
forward-looking statements, particularly those statements
regarding the benefits of the proposed Merger between Home Point
Financial and the Company, the anticipated timing of the
transaction and the business of each company, by terminology such
as outlook, believes, expects, potential, continues, may, will,
would, could, should, seeks, approximately, predicts, intends,
plans, estimates, anticipates, projects, strategy, future,
opportunity, will likely result or the negative version of those
words or other comparable words. These forward-looking statements
are not historical facts, and are based on current expectations,
estimates and projections about our industry, managements beliefs
and certain assumptions made by management, many of which, by
their nature, are inherently uncertain and beyond our control.
Accordingly, you are cautioned that any such forward-looking
statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are
difficult to predict.
A number of important factors could cause actual results to
differ materially from those indicated by the forward-looking
statements in this Current Report on Form 8-K, including, but not
limited to: the risk that the Merger may not be completed in a
timely manner or at all, which may adversely affect the Companys
business and the price of the Company Common Stock; required
governmental approvals of the Merger may not be obtained or may
not be obtained on the terms expected or on the anticipated
schedule; the Companys stockholders may fail to approve the
Merger; the parties to the Merger Agreement may fail to satisfy
other conditions to the completion of the Merger, or may not be
able to meet expectations regarding the timing and completion of
the Merger; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Merger Agreement; the effect of the announcement or pendency of
the Merger on the Companys business relationships, operating
results, and business generally; risks that the proposed Merger
disrupts current plans and operations of the Company and
potential difficulties in the Companys employee retention as a
result of the Merger; risks related to diverting managements
attention from the Companys ongoing business operations; the
outcome of any legal proceedings that may be instituted against
the Company related to the Merger Agreement or the Merger; the
amount of the costs, fees, expenses and other charges related to
the Merger; the impact of changes in interest rates; and
political instability. For additional factors that could
materially affect our financial results and our business
generally, please refer to the Companys filings with the SEC,
including but not limited to, the factors, uncertainties and
risks described under the headings Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations. The Company undertakes no obligation to revise these
statements following the date of this Current Report on Form 8-K,
except as required by law.
Additional Information and Where to Find
It
This Current Report on Form 8-K may be deemed to be solicitation
material in respect of the proposed Merger between the Company
and Home Point Financial. In connection with the Merger, the
Company intends to file with the SEC and furnish to its
stockholders a definitive proxy statement on Schedule 14A and
file other relevant materials. INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE COMPANYS PROXY STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and stockholders will be able to
obtain copies of the documents, when filed, free of charge at the
SECs website (http://www.sec.gov). Investors and stockholders may
also obtain copies of documents filed by the Company with the SEC
by writing to Stonegate Mortgage Corporation, Attention:
Secretary, 9190 Priority Way West Drive, Suite 300, Indianapolis,
IN 46240, United States, or by visiting the Companys website
(www.stonegatemtg.com).
Participants in Solicitation
The Company and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the holders of
the Company Common Stock in connection with the proposed Merger.
Information about the Companys directors and executive officers
is available in the Companys proxy statement for its 2016 Annual
Meeting of Stockholders, which was filed with the SEC on May19,
2016. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained
in the proxy statement and other relevant materials to be filed
with the SEC regarding the proposed merger when they become
available. Investors and stockholders should read the proxy
statement carefully when it becomes available before making any
investment or voting decisions.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description of Exhibit |
|
| 99.1 | Press Release, dated March 13, 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 up +0.03 at 7.90 with 27,426 shares trading hands.