UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☒ | Soliciting Material Pursuant to § 240.14a-12. | |
Stonegate Mortgage Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Stonegate Mortgage Corporation (“Stonegate Mortgage”) sent the following email relating to the proposed merger between Stonegate Mortgage and Home Point Financial Corporation to its employees on January 27, 2017:
“Good Morning Team,
I wanted to share some very exciting news with you regarding our company’s future strategic direction. This morning, we announced that Stonegate Mortgage has entered into a definitive merger agreement to be acquired by Home Point Financial. This merger will bring together two highly compatible organizations with sufficient scale, depth and capacity to effectively compete in the ever-changing financial services market.
Home Point Financial is based in Ann Arbor, Michigan and owned by private equity company, Stone Point Capital. Home Point currently originates loans through its Wholesale, Distributed Retail and Consumer Direct channels. Home Point also retains servicing which is currently serviced through asub-servicer. Our business models and operations complement each other extremely well, but more importantly, we share a similar culture, one that is highly focused on serving the needs of our customers and taking care of our associates. From a technological standpoint, we share many of the same tools such as Encompass, Optimal Blue and Compass Analytics.
We expect this acquisition to be completed by the end of Q2 2017. Until that time, both companies will continue to operate as independent organizations. During the next few months, we will work very closely with the Home Point management team to develop and execute a full integration plan. Ourday-to-day business operations and processes will continue to follow standard operating procedure until full integration is achieved.
I realize that an announcement such as this leads to a host of questions. Therefore, I have asked our communications team to develop aKeeping You Informed campaign as we move forward. As you would expect at this stage of the process, we may not have answers to all the questions that come up, but you can count on a series of updates as more information develops. Executive management within your respective business areas will be conducting both group and individual meetings to discuss transition and integration items.
As I have said many times before, I am extremely proud of each and every one of our associates for what you have accomplished. Your efforts have positioned us for this opportunity and you should be very proud. This is the beginning of a new journey for us, and we will make it together. I look forward to getting back out in the field and sharing more details as we enter this new chapter in our evolution.
Jim
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed Merger between Stonegate Mortgage and Home Point Financial. In connection with the Merger, Stonegate Mortgage intends to file with the SEC and furnish to its stockholders a proxy statement on Schedule 14A and file other relevant materials.INVESTORS ANDSTOCKHOLDERS OF STONEGATEMORTGAGE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING STONEGATEMORTGAGE’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors andstockholders will be able to obtain copies of the documents, when filed, free of charge at the SEC’s website (http://www.sec.gov). Investors and stockholders may also obtain copies of documents filed by Stonegate Mortgage 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 Stonegate Mortgage’s website (www.stonegatemtg.com).
Participants in Solicitation
Stonegate Mortgage 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 Stonegate Mortgage common stock in connection with the proposed Merger. Information about Stonegate Mortgage’s directors and executive officers is available in Stonegate Mortgage’s proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on May 19, 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 Stonegate Mortgage, 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, management’s 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 communication, 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 Stonegate Mortgage’s business and the price of Stonegate Mortgage 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; Stonegate Mortgage’s 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 Stonegate Mortgage’s business relationships, operating results, and business generally; risks that the proposed Merger disrupts current plans and operations of Stonegate Mortgage and potential difficulties in Stonegate Mortgage’s employee retention as a result of the Merger; risks related to diverting management’s attention from Stonegate Mortgage’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Stonegate Mortgage 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 Stonegate Mortgage’s filings with the SEC, including but not limited to, the factors, uncertainties and risks described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Stonegate Mortgage undertakes no obligation to revise these statements following the date of this communication, except as required by law.”
