Guild Mortgage to be acquired by Bayview Asset Management for $20.00 per share

Guild Holdings announced that it has signed a definitive agreement under which a fund managed by Bayview Asset Management will acquire all of the outstanding shares of the company’s common stock that it does not already own in an all-cash transaction valued at approximately $1.3B in aggregate equity value. Upon completion of the transaction, Guild will operate as a privately held independent entity in close partnership with Lakeview Loan Servicing, a mortgage servicer and Bayview affiliate. Under the terms of the agreement, Guild stockholders will receive $20.00 in cash for each share of Guild common stock they hold. The transaction consideration represents a premium of approximately 56% to Guild’s unaffected closing common stock price on May 23, the last trading day prior to the filing of Bayview’s Schedule 13D announcing its potential interest in a transaction with Guild, and a premium of approximately 27% to Guild’s tangible book value as of March 31. The board of directors also intends to authorize a special cash dividend of up to 25c per share in 2025 and, if the merger is not consummated in 2025, quarterly cash dividends of up to 25c per share through the consummation of the merger. The payment of any dividends will not result in an adjustment to the $20.00 per share purchase price. Upon completion of the transaction, Guild will become a private company. McCarthy Capital Mortgage has executed a written consent to approve the transaction, thereby providing the required stockholder approval for the transaction. No further action by other Guild stockholders is required to approve the transaction. The transaction is expected to close in the fourth quarter, subject to the satisfaction of customary closing conditions. The transaction is not subject to any financing conditions.