M&A - Bayview Asset Management, LLC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000090266425002767

Filing Summary: This document is an Amendment No. 1 to the Schedule 13D filed by Bayview Asset Management, LLC, and Bayview MSR Opportunity Master Fund, L.P., concerning shares of Class A common stock of Guild Holdings Company. On June 17, 2025, Bayview's investment committee approved entering into a Merger Agreement with Guild Holdings Company, under which Gulf MSR Holdco, LLC will acquire Guild Holdings by merger, resulting in the Common Stock being converted into a merger consideration of $20.00 per share. A special cash dividend of up to $0.25 per share is also planned for 2025, contingent on the closing of the merger, with additional quarterly dividends if the closing is delayed. Stockholder approval was obtained promptly after the execution of the Merger Agreement from McCarthy Capital Mortgage Investors, LLC. Upon the merger's completion, Guild Holdings will be wholly-owned by Gulf MSR Holdco, and its shares will be delisted from The New York Stock Exchange. Additionally, a Support Agreement was established to ensure MCMI's participation and adherence to certain conditions surrounding the merger. Further details and exhibits related to the Merger Agreement and Support Agreement are included.