Form 8-K STONEGATE MORTGAGE CORP For: Aug 31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 31, 2015

 

 

Stonegate Mortgage Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Ohio		001-36116		34-1194858
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9190 Priority Way West Drive, Suite 300

Indianapolis, Indiana 46240

(Address of principal executive offices)

Registrant’s telephone number, including area code: (317) 663-5100

Not applicable.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers

The Board of Directors (the “Board”) of the Company has appointed James V. Smith as President and Chief Operating Officer of Stonegate Mortgage Corporation (the “Company”), effective as of September 3, 2015.

Effective as of September 10, 2015, James J. Cutillo will cease to serve as the Company’s Chief Executive Officer and as an employee of the Company, and will resign as an officer and director of the Company.

Effective as of September 10, 2015, Richard A. Kraemer, will serve as Interim Chief Executive Officer until a permanent Chief Executive Officer is appointed.

Since June 2013, Mr. Smith (age 57) has served as Director of US Mortgage Operations for Wipro Limited, a global information technology, consulting and business process outsourcing company. From July 2010 to May 2013, Mr. Smith served as Senior Vice President with Bank of America Corporation where he was responsible for directing all residential mortgage loan fulfillment activities within six centralized operation centers located throughout the eastern and central United States. From 2003 to 2009, Mr. Smith served in a variety of executive leadership roles at Saxon Capital, Inc., a NYSE-listed real estate investment trust and a leading independent residential mortgage lender and servicer. Mr. Smith’s roles included Senior Vice President of Mortgage Operations, Executive Vice President of National Production and President of Saxon Mortgage, Inc., where he directed all US mortgage lending activities including Retail, Wholesale and Correspondent business channels. Mr. Smith has a Bachelor of Business Administration in Finance from Georgia State University. There are no related-party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Mr. Smith.

Mr. Kraemer (Age 71) has been a member of the Company’s Board since May 2013 and brings with him over 35 years of experience. His knowledge comes from holding several senior executive positions at multiple banks and public companies as well as taking positions on several boards. Mr. Kraemer is a retired investor. Mr. Kraemer served as Chairman of the Board of Directors of Saxon Capital Inc., a publicly-traded mortgage real estate investment trust (“REIT”), from 2001 through 2006. Mr. Kraemer is a member of the Board of Directors of FBR Capital Markets. Mr. Kraemer also served as a trustee and member of the audit committee of American Financial Realty Trust (NYSE: AFR), a publicly-traded REIT, from 2002 to 2008, and he served as a director of Urban Financial Group, Inc. from 2001 to 2013. From 1996 to 1999, Mr. Kraemer was Vice Chairman of Republic New York Corporation, a publicly-traded holding company for Republic National Bank. From 1993 to 1996, Mr. Kraemer was Chairman and Chief Executive Officer of Brooklyn Bancorp, a publicly-traded holding company for Crossland Federal Savings Bank. Mr. Kraemer earned his Bachelor of Science degree in Business Administration with a major in Real Estate from Pace University, New York. There are no related-party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Mr. Kraemer.

A copy of the Company’s press release relating to the matters described in this Item 5.02 is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits

(a) - (c) Not applicable.

(d) Exhibits:

 

99.1	Press Release, dated August 31, 2015, issued by Stonegate Mortgage Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

				STONEGATE MORTGAGE CORPORATION
				(Registrant)
Date: August 31, 2015				By:		/s/ Robert B. Eastep
						Robert B. Eastep
						Chief Financial Officer
						(Principal Financial Officer and Duly Authorized Officer)

STONEGATE MORTGAGE CORPORATION ANNOUNCES THE APPOINTMENT OF RICHARD A. KRAEMER AS CEO AND JAMES V. SMITH AS PRESIDENT AND COO

Indianapolis, IN, August 31, 2015 — Stonegate Mortgage Corporation (NYSE: SGM), a leading, publicly-traded non-bank mortgage company announced today Richard A. Kraemer, has been named Interim CEO of the company. Mr. Kraemer is replacing Jim Cutillo, who has resigned from the company effective September 10, 2015. Mr. Cutillo will be assisting Stonegate as a consultant to facilitate his transition from the company over the next six months. Mr. Kraemer will retain his position as Chairman of the Board.

With over 35 years of experience in financial services and mortgage banking, Mr. Kraemer will be overseeing the day-to-day management of the company until the search for a permanent CEO with the requisite leadership and mortgage industry experience is completed.

In addition, effective September 3, 2015, the company is announcing the appointment of James V. Smith as President and COO, reporting to Mr. Kraemer until a permanent CEO is named. In his new role at Stonegate Mortgage, Mr. Smith will be responsible for overseeing all of the company’s operations.

“I am excited about the opportunity to join Stonegate Mortgage at this juncture and believe that my past experience will be an asset to the company going forward,” said Mr. Smith.

On Mr. Cutillo’s departure, Mr. Kraemer said, “Over the past 10 years, Jim Cutillo has grown Stonegate from its inception as a local Indiana residential mortgage company into a fast-growing public company operating in 48 states. Jim has led the company through a period of great change and growth, and his efforts are greatly appreciated.”

“I am proud of the growth and development of Stonegate Mortgage since the company was founded ten years ago. We have a great team in place that has accomplished so much during a time of transformation in the mortgage industry. The strategic investments we have made in technology have positioned the company for growth and success so now is the right time for me to leave Stonegate. I am looking forward to working with Rich, Jim and others to transition the day-to-day leadership of the company and will be redirecting my entrepreneurial energy on a new endeavor going forward,” said Mr. Cutillo, founder of Stonegate Mortgage.

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Mr. Smith brings with him an extensive and successful career in the sector overseeing mortgage operations and improving efficiency and profitability and has over 25 years of mortgage and consumer finance experience with an extensive background in building and leading highly successful loan origination, operations and servicing platforms.

Since June 2013, Mr. Smith has served as Director of US Mortgage Operations for Wipro Limited, a global information technology, consulting and business process outsourcing company with more than 158,000 associates located throughout sixty countries. Prior to Wipro Limited, Mr. Smith served as Senior Vice President with Bank of America Corporation where he was responsible for directing all residential mortgage loan fulfillment activities within six centralized operation centers located throughout the eastern and central United States.

In addition, Mr. Smith served in a variety of executive leadership roles at Saxon Capital, Inc., a NYSE-listed real estate investment trust and a leading independent residential mortgage lender and servicer, where Mr. Kraemer also served as chairman. Mr. Smith’s roles included Senior Vice President of Mortgage Operations, Executive Vice President of National Production and President of Saxon Mortgage, Inc., where he directed all US mortgage lending activities including Retail, Wholesale and Correspondent business channels.

Mr. Smith’s additional experience includes serving as Executive Vice President and Chief Operating Officer of Origen Financial L.L.C., as well as Assistant Vice President of Mortgage Conduit Funding for Household Financial Services. Mr. Smith received his Bachelor of Business Administration degree in Finance from Georgia State University in Atlanta, Georgia.

Mr. Kraemer has over 35 years of financial services and mortgage banking experience. He has served as CEO and in other executive positions for several financial institutions and public companies as well as served on several boards of public and private companies. Mr. Kraemer served as Chairman of the Board of Directors of Saxon Capital Inc., a publicly-traded mortgage real estate investment trust (“REIT”), from 2001 through 2006. Mr. Kraemer is a member of the Board of Directors of FBR Capital Markets. He also served as a trustee and member of the audit committee of American Financial Realty Trust (NYSE:AFR), a publicly-traded REIT, from 2002 to 2008.

About Stonegate Mortgage Corporation

Founded in 2005, Stonegate Mortgage Corporation (NYSE: SGM) is a leading, publicly-traded mortgage company that originates, finances and services agency and non-agency residential mortgages through its network of retail offices and approved third party originators. Stonegate Mortgage also provides financing through its fully integrated warehouse lending platform, NattyMac. Stonegate Mortgage’s operational excellence, financial strength, dedication to customer service and commitment to technology have positioned the firm as a leading provider in the emerging housing finance market.

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For more information on Stonegate Mortgage Corporation, please visit www.stonegatemtg.com.

Forward Looking Statements

Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this release speak only as of the date of this press release; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including those discussed in the “Risk Factors” section within our 2014 Annual Report on Form 10-K filed on March 6, 2015 and any revisions to those Risk Factors in subsequent filings, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Media Contact:

Sloane & Company (on behalf of Stonegate Mortgage Corporation)

Whit Clay, 212-446-1864

[email protected]

Investor Contact:

Stonegate Mortgage Corporation

Michael McFadden, 317-663-5904

[email protected]

Source: Stonegate Mortgage Corporation

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