Bruce A Thompson
19年前
Accredited Enters Into Definitive Agreement With Lone Star Funds
Accredited Home Lenders Holding Co. (NASDAQ:LEND) (“Accredited” or “Company”), a nationwide mortgage company specializing in non-prime residential mortgage loans, and Lone Star Fund V (U.S.) L.P., through its affiliate Lone Star U.S. Acquisitions, LLC (“Lone Star”), today announced that they have entered into a definitive merger agreement pursuant to which Lone Star has agreed to acquire all of the common stock of the Company in an all-cash transaction.
Under the terms of the agreement, Lone Star will acquire each outstanding share of Accredited common stock at a price of $15.10 per share, for a total consideration of approximately $400 million on a fully diluted basis. The acquisition is structured as an all-cash tender offer for all outstanding shares of Accredited common stock to be followed by a merger in which each remaining untendered share of Accredited will be converted into the same $15.10 cash per share price paid in the tender offer. The outstanding 9.75% Series A Perpetual Cumulative Preferred Shares, par value $1.00 per share (the “Series A Preferred”), of Accredited Mortgage Loan REIT Trust (NYSE:AHH.PrA) will continue to remain outstanding.
James A. Konrath, chairman and chief executive officer of Accredited, said, “After a careful analysis, we believe this agreement is the best alternative available to protect shareholder value and provide the capital we need to support the Company’s business over the long-term. In Lone Star, we have found a partner who has a record of helping companies like ours successfully address financial and operational challenges. We look forward to working with Lone Star to create a stronger future for Accredited, our employees, and our customers.”
Len Allen, president of Lone Star Funds’ U.S. operations, said, “We share the Accredited team’s vision for the Company and their diversified approach to the non-prime market. With our additional experience and capital, we are confident that Accredited can successfully manage through the current industry dynamics and leverage the platform.”
The acquisition is subject to the satisfaction of customary conditions, including the tender of a majority of the outstanding Accredited shares on a fully-diluted basis and other regulatory approvals. The tender offer is expected to commence within ten business days, and the transaction is expected to close in the third quarter of this year, unless extended. The tender offer is not subject to a financing contingency.
The acquisition price represents a premium of approximately 9.7% to Accredited’s closing share price of $13.76 on June 1, 2007, the last business day prior to Accredited’s announcement of this transaction, and a premium of approximately 13.3% versus Accredited’s 20-day volume weighted average share price ending on June 1, 2007.
Accredited’s Board of Directors, on the unanimous recommendation of a Special Committee composed entirely of independent directors, has unanimously approved the transaction. The acquisition will be effected pursuant to a merger agreement.
Accredited is represented in the transaction by its financial advisors, Bear, Stearns & Co. Inc., Friedman, Billings, Ramsey Group Inc. and Houlihan Lokey Howard & Zukin, and its legal counsel, Dewey Ballantine LLP and Morris, Nichols, Arsht & Tunnell LLP. Bear, Stearns & Co. Inc. and Houlihan Lokey Howard & Zukin each rendered an opinion to Accredited’s Special Committee regarding the fairness, from a financial point of view, of the consideration to be received by Accredited’s stockholders pursuant to the tender offer and the merger. Accredited retained Bear, Stearns & Co. Inc. as financial advisor in connection with a formal process to explore “strategic alternatives” and in arranging a $230 million term loan from Farallon Capital, LLC in April 2007. Lone Star is represented in the transaction by its financial advisor Piper Jaffray & Co., and its legal counsel, Sullivan & Cromwell LLP.
About Accredited Home Lenders Holding Co.
Accredited Home Lenders Holding Co. is a mortgage company operating throughout the U.S. and in Canada. Accredited originates, finances, securitizes, services, and sells non-prime mortgage loans secured by residential real estate. Founded in 1990, the company is headquartered in San Diego. Additional information may be found at www.accredhome.com.
About Accredited Mortgage Loan REIT Trust
Accredited Mortgage Loan REIT Trust, a subsidiary of Accredited Home Lenders Holding Co., is a Maryland real estate investment trust that was formed in May 2004 for the purpose of acquiring, holding and managing real estate assets.
About Lone Star Funds
Lone Star is a leading U.S. private equity firm. Since 1995, the principals of Lone Star have organized private equity funds totaling more than $13.3 billion to invest globally in corporate secured and unsecured debt instruments, real estate related assets and select corporate opportunities. Additional information may be found at www.lonestarfunds.com.
Forward Looking Statements
Certain matters discussed in this news release, including without limitation completion of the tender offer and merger and any expected benefits of the merger, constitute forward-looking statements within the meaning of the federal securities laws. Completion of the tender offer and merger is subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance those conditions can be satisfied or that the transactions described in this press release will be completed. In addition, actual results and the timing of certain events could differ materially from those projected in or contemplated by forward-looking statements due to a number of factors, including but not limited to, the risk factors and other disclosures contained in Accredited Home Lenders Holding Co.’s annual reports on Form 10-K for the period ended December 31, 2005, its reports on Form 10-Q for the first, second and third quarters of 2006, and the other disclosures contained in documents filed by the Company with the SEC. The Company cautions readers that the non-prime mortgage industry and the Company’s business are subject to numerous significant risks and uncertainties.
Additional Information
The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell Accredited’s common stock. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in this press release when they become available because they will contain important information. The tender offer statement will be filed by Lone Star with the Securities and Exchange Commission (“SEC”), and the solicitation/recommendation statement will be filed by Accredited with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Lone Star or Accredited with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials, solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to Investor Relations of Accredited at 858.676.2148.
For Accredited Home Lenders Holding Co.:
Rick Howe, 858-676-2148
or
For Lone Star Funds:
Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
212-895-8654
Source: Business Wire (June 4, 2007 - 8:26 AM EDT)
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metropick
19年前
This is the moron who thinks big government is the answer to subprime:
http://money.cnn.com/2007/03/26/real_estate/Dodd/index.htm?cnn=yes
Senator faults regulators in subprime train wreck
Sen. Christopher Dodd says federal and state regulators have failed to protect consumers from a hemorrhaging subprime mortgage market.
By Jessica Dickler, CNNMoney.com staff writer
March 26 2007: 6:41 PM EDT
NEW YORK (CNNMoney.com) -- Connecticut Democratic Sen. Christopher Dodd said Monday that federal regulators have been "asleep at the switch" and must start exercising their authority to stop the hemorrhaging of the subprime mortgage market.
The chairman of the Senate Banking Committee told CNNMoney.com that he did not believe new, restrictive regulation was necessary, but rather there was "enough on the books" already to protect consumers defaulting on their loans and losing their homes.
Connecticut Democratic Senator Christopher Dodd
Video More video
CNN's Deborah Feyerick profiles a woman who is mired in a mortgage mess that's all too common (March 23)
Play video
Dodd, a presidential hopeful, admitted that he did not know what sort of bailouts were realistic for as many as 2.2 million subprime borrowers at risk of default, but said that "we need answers very quickly."
To that end, he planned to meet soon with Wall Street banks and other stake holders, which buy the loans from mortgage companies and repackage them as equities, in order to come up with some solutions.
His goal, he said, is not to deny low-income people access to capital or scare investors away from the subprime market altogether, but rather to find some way to help consumers meet their mortgage obligations.
The subprime market is the riskiest segment of the U.S. mortgage market and serves borrowers with poor credit histories. It has seen rising default rates in recent months amid falling prices and slower sales in the housing market.
Most subprimes are so-called 2/28 (or 3/27) loans, meaning that the first couple of years of payments are at the low "teaser" rate. After that, the loans reset every six months or year to a higher, fully indexed rate, which can cost borrowers hundreds of extra dollars each month and make meeting payments difficult if not impossible.
In 2006, these loans accounted for 20 percent of all mortgages, up from 5 percent in 2001, according to trade publication Inside Mortgage Finance.
JimProfit
19年前
Accredited Announces $200 Million Term Loan Commitment
Tuesday March 20, 7:02 am ET
SAN DIEGO--(BUSINESS WIRE)--Accredited Home Lenders Holding Co. (NASDAQ:LEND - News; "Accredited" or "Company") announced today that it has received a commitment for a $200 million term loan from one or more entities managed by Farallon Capital Management®, L.L.C. ("Farallon"). Farallon manages equity capital for institutions and high net worth individuals and is headquartered in San Francisco, California. Farallon is a registered investment advisor with the United States Securities and Exchange Commission.
The proceeds of the loan can be used for general working capital, the funding of mortgage loans and other corporate needs. The loan has a five-year term, an interest rate of 13% per year, and may be repaid by Accredited at any time over the life of the loan, subject to certain conditions and prepayment fees. The loan is a secured obligation of Accredited and its subsidiaries.
In connection with the term loan, Accredited will issue Farallon approximately 3.3 million warrants in a private placement, with an exercise price equal to $10 per share. The warrants expire ten years from their issuance date. Farallon will also receive certain preemptive rights to purchase additional equity securities of the Company and certain registration rights with respect to its equity securities in the Company.
The proposed transaction is subject to completion of definitive documentation, receipt of required third party and governmental consents and licenses, and certain other conditions.
The term loan when funded and the sale of $2.7 billion of mortgage loans announced on March 15, 2007, comprise part of the Company's strategic steps to enhance liquidity. The Company will continue to consider other strategic options and has retained a financial advisor to assist in these evaluations.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities. The warrants and the shares of common stock issuable upon exercise of the warrants have not been registered under the Securities Act or 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Source: Accredited Home Lenders Holding Co.
CAnder7373
19年前
===========================================
1.- Accredited Home Lenders Holding Company
===========================================
Ticker Symbol: LEND
Market: NASDAQ
-------------------------------------------
Class Period: 11/01/2005 - 03/12/2007
Court: S.D. California
Date of filing: 03/16/2007
Plaintiff Firm: Lerach Coughlin Stoia Geller Rudman & Robbins LLP (San Diego)
SIC Code: 6162
Sector Classification: Financial
Industry Classification: Consumer Financial Services
-------------------------------------------
Summary: According to a press release dated March 16, 2007, the complaint charges Accredited and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Accredited operates as a mortgage banking company in the United States and Canada.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company's business and financial results. As a result of defendants' false statements, Accredited stock traded at artificially inflated prices during the Class Period, reaching a high of $58.45 per share on May 11, 2006.
On February 14, 2007, the Company issued a press release announcing disappointing profitability. Then, on March 12, 2007, after the market closed, the Company issued a press release announcing that the Company was exploring various strategic options. The Company reported that it had paid approximately $190 million in margin calls on its facilities since January 1, 2007. In addition, Accredited was seeking waivers and extensions of waivers of certain financial and operating covenants under its warehouse and repurchase facilities. On March 13, 2007, Accredited's stock collapsed $7.43 per share to close at $3.97 per share, a one-day decline of 65% on volume of 41.9 million shares, 20 times the average three-month volume.
According to the complaint, the true facts, which were known by the defendants but concealed from the investing public during the Class Period, were as follows: (a) the Company lacked requisite internal controls, and, as a result, the Company's projections and reported results issued during the Class Period were based upon defective assumptions and/or manipulated facts; (b) the Company's financial statements were materially misstated due to its failure to properly account for its allowance for loan repurchase losses; (c) given the deterioration and the increased volatility in the sub-prime market, the Company would be forced to tighten its underwriting guidelines which would have a direct material negative impact on its loan productions going forward; and (d) given the increased volatility in the sub-prime market, the Company had no reasonable basis to make projections about its 2007 results. As a result, the Company's projections issued during the Class Period about its 2007 results were at a minimum reckless. As a result of defendants' false statements, Accredited's stock price traded at inflated levels during the Class Period. However, after the above revelations seeped into the market, the Company's shares were hammered by massive sales, sending them down more than 65% from their Class Period high.
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