According to the Complaint, headquartered in Indianapolis, Indiana, Stonegate is a leading, non-bank mortgage company focused on originating, financing, and servicing U.S. residential mortgage loans that operates as an intermediary between residential mortgage borrowers and the ultimate investors of these mortgages.
On January 27, 2017, the Company announced that it had entered into a Definitive Merger Agreement, dated January 26, 2017 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company with the Company surviving as a wholly owned subsidiary of Home Point (the “Proposed Transaction”).
The Complaint alleges in pursuing the plan to facilitate the acquisition of Stonegate by Home Point for grossly inadequate consideration, and through a flawed process, the Defendants have violated Sections 14(a) and 20(a) of the Exchange Act by causing a materially incomplete and misleading Form 14a Proxy Statement (“Proxy”) to be filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2017. The Proxy recommends that Stonegate stockholders vote in favor of the Proposed Transaction based on misleading information and without disclosing all material information, which renders the Proxy misleading.
This case was voluntarily dismissed on June 12, 2017.