As filed with the Securities and Exchange Commission on May 31, 2017
Registration No. 333- 201507
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333- 201507
UNDER
THE
SECURITIES ACT OF 1933
STONEGATE MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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34-1194858
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(State of Incorporation)
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(IRS Employer
Identification No.)
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9190 Priority Way West Drive, Suite 300
Indianapolis, Indiana 46240
(317)
663-5100
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Carrie Preston
Chief
Financial Officer of Stonegate Mortgage Corporation
9190 Priority Way West Drive, Suite 300
Indianapolis, Indiana 46240
(317)
663-5100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not
sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
DEREGISTRATION OF SECURITIES
This post-effective amendment (the
Post-Effective Amendment
) relates to Registration Statement
No. 333-201507
on Form
S-3
(the
Registration Statement
) originally filed by Stonegate Mortgage Corporation, an Ohio corporation (the
Registrant
), with the Securities and Exchange Commission on January 14, 2015. The Company has filed this Post-Effective Amendment on Form
S-3
to deregister all of the securities that
remain unsold under the Registration Statement, and to terminate the Registration Statement.
On January 26, 2017, the Registrant
entered into an Agreement and Plan of Merger (the
Merger Agreement
), dated as of January 26, 2017, with Home Point Financial Corporation, a New Jersey corporation (
Home Point
), and Longhorn Merger Sub,
Inc., an Ohio corporation and wholly owned subsidiary of Home Point (
Merger Sub
). Pursuant to the Merger Agreement, on May 31, 2017, Merger Sub merged with and into the Registrant, with the Registrant as the surviving entity
(the
Merger
).
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant
has terminated all offerings of its securities pursuant to the above referenced Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement, the Registrant hereby removes and withdraws from
registration all securities registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Indianapolis and State of Indiana on the 31
st
day of May, 2017.
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STONEGATE MORTGAGE CORPORATION
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By:
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/s/ William Newman
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Name:
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William Newman
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Title:
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Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment to the Registration Statement in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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