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Home Point Financial to take Stonegate Mortgage private in all-cash deal

Privately held mortgage lender Home Point Financial Corp. has agreed to acquire Stonegate Mortgage Corp. in an all-cash transaction.

The deal values Stonegate at about $211 million. Its shareholders will receive $8.00 per share for the transaction, a 61% premium over Stonegate Mortgage's 90-day volume-weighted average price as of Jan. 26 and a 34% premium over the company's closing price on Jan. 26.

The transaction was approved unanimously by Stonegate's board. It is expected to close by the end of the second quarter, subject to regulatory and shareholder approvals.

Stonegate's board declared a dividend of one preferred share purchase right for each outstanding common share as part of a tax asset protection plan. The rights will be distributable to stockholders of record as of Feb. 6, as well as to holders of common stock issued after that date. The rights seek to impose a penalty on any person or group that becomes the beneficial owner of 4.9% or more of Stonegate's common stock without the board's approval. Existing holders of 4.9% or more of Stonegate's outstanding common shares are exempt from the plan unless they make additional purchases.

An ownership change among the company's stockholders who own 5% of shares could occur if they collectively increase their ownership by more than 50 percentage points over a rolling three-year period. That ownership change could in turn limit Home Point's ability to utilize net operating loss carryforwards to offset future taxable income after the merger closes. Stonegate had about $163.5 million in net operating loss carryforwards for U.S. federal income tax purposes as of Sept. 30, 2016.

Houlihan Lokey acted as financial adviser to Home Point, and Kirkland & Ellis LLP acted as its legal counsel. Barclays and FBR Capital Markets & Co. acted as financial advisers to Stonegate Mortgage, and Sullivan & Cromwell LLP provided legal advice.